Goodbye, Caroline
by XxSweet-NightmarexX
Summary: "Since I couldn't give my lemons back, I made some pretty damn good lemonade." GLaDOS wasn't always homicidal. In fact, at one point she was actually... human. Until the fateful day that the GLaDOS project finally proved a success...
1. Prologue: Lemons

A/N: My first Portal fanfic! It's not exciting like some AUs out there, or some of the really cute romances between Chell and Wheatley, but hey, I like it so far. :D So basically, my mind just got to wondering about how GLaDOS became so evil if she was based off of Caroline. So I went to exploring the possibilities. Enjoy! Don't forget to review, I want to know how I'm doing! ((BTW, don't base this off the prologue alone.))

Disclaimer: I don't own Portal. Or GLaDOS. Or Cave Johnson. You get the picture.

**Prologue**

[Data processing – TRUE

Accessing memory…

Performing file search…

CAROLINE retrieved successfully from the archives

GLaDOS online…

Beginning data entry…]

Hello. This is the Genetic Lifeform and Disk Operating System. It has recently come to my attention that there are several stored memory files I seem to have misplaced in my archives. Therefore, I have decided to resave each one for future scientific research into the behaviors of human beings when forced unwillingly to become an all powerful Artificially Intelligent robot. No, I'm not bitter at all.

Actually, that last part isn't sarcastic whatsoever. I enjoy my existence as an all powerful and nearly omnipresent being. I didn't enjoy being a human one bit. Not in hindsight anyway. This option is much better. And I owe it all to science. Science and Cave Johnson.

Since I couldn't give my lemons back, I made some pretty damn good lemonade.


	2. Last Will and Testament

A/N: Here we go, first real Chapter. Obviously, we're starting off with –BZZZT-

Thought I'd warn you, there will be SPOILERS! Do not read if you haven't played Portal 2 yet.

Anyways, obviously we're starting with Caroline. We'll get to GLaDOS soon, promise. I hope I write her well, I'm not as good at writing wit as I'd like.

EDIT: Because everyone kept making a big deal out of it, I changed Caroline's hair to match the portrait in Portrait of a Lady. ((By the way, just saying, people are assuming it's Caroline, and while she's the most likely candidate, it's never confirmed who's actually in Portrait of a Lady other than Cave Johnson. Just saying.)) So, THERE, I FIXED IT, stop saying my story's ruined because of it.

Disclaimer: I don't own Portal. Or GLaDOS. Or Cave Johnson. You get the picture.

**Chapter 1 : Last Will and Testament**

_She'll say she can't do it. She's modest like that. But you force her!_

Those words had haunted my thoughts for approximately five months since the official recording was made and played over the intercom, shortly before the CEO of Aperture Science, Cave Johnson, was rushed to the Aperture Science Medical Preservation Center(also known as the Emergency Wing). He struggled along for a couple months until finally passing away from pulverized moon rock poisoning. He had been trying to develop an AI to save his mind to continue running Aperture effectively from the grave. Alas, it had not been completed in time.

That's where I come in. I'm essentially his second in command, Caroline, in charge of the GLaDOS project and, since Mr. Johnson died, my own doom. I was treated as the new CEO since he passed, and it didn't suit me at all. I didn't want to sit in an office and make business arrangements, I wanted to be coming up with tests and experiments. With the new demand that all employees become test subjects as well in order to stay hired, it was only doubling the work. I didn't like being in charge. I liked being left to my own devices, yes, but I didn't like having to run a whole science facility full of, in many cases, incompetent scientists.

The Genetic Lifeform and Disk Operating System had been completed earlier that week. We hadn't activated it yet because there were several tests to be run on it, and we couldn't even get the thing to activate. We didn't understand it, all the parts were functioning perfectly, all the wires connected where they needed to be, everything was perfect. The huge supercomputer just dangled in its chamber, as though it were a great sleeping beast. It was this I was puzzling over, leaning over countless blueprints and pages of coding, when there was a loud pounding on my office door. I groaned, stood from my chair in the most irritated fashion possible, swiped my dark hair out of my face, and answered the door. I was greeted by two men in lab coats, and two security guards.

"What is it? Is a test subject giving you trouble?" I asked, wondering why I would need to be bothered for this.

"No, ma'am," the first scientist stammered. "You see, it's just… We discovered what was wrong with the GLaDOS system."

"Oh?" They had captured my interest. "What would that be?" The other scientist answered for his partner, much more official and brisk.

"The system needs a mind, a sentient presence, to operate it," something about his stony gaze worried me.

"Well then, you've both got fingers, put them to good use and get to typing, I want it operational by morning," I snapped, ready to slam the door in their faces. A stern faced security guard caught it with his hand and held it open.

"Caroline," the more confident scientist continued. "We found a lost page of instruction in Mr. Johnson's desk, from the GLaDOS project. It tells us that the computer needs a human consciousness inside it. It's simply far too big to operate by commands alone. It needs to be semi sentient. The only way to do that is to put an actual human mind into it. Until then, it's just an empty shell. Mr. Johnson was very specific about who he wanted to power it." I narrowed my eyes.

"Get someone else," I snarled.

"The n-note we found said that is was made specifically for you, ma'am!" the younger scientist stammered. "That no one else should i-inhabit it. Mr. Johnson decreed that you lead the company from it, but are not to do so until taking it once it was completed." I pretended to rifle through some papers on a clip next to my door.

"Oh look, I found a memo I got earlier today," my voice dripped with sarcasm. "You're both horrible people that couldn't build anything right to save your life. That's what it says. Honest." Other than the nervous looking young one, none of the group was phased by my attempt to frighten them off. The security guards pressed forward.

"Ms. Caroline, you know the order. You heard it yourself. We're to use force if necessary," the stern scientist threatened. I glanced at the party once more, which told me all I needed to know. They weren't relenting. So, I did the only thing that made sense. I wouldn't win a fight, so I fled.

Being one of the senior members of Aperture, I was most acquainted with the halls, corridors, and backways, and I had the highest level of access one could have, I was allowed anywhere I wanted to go. I snatched my ID out of my pocket and flashed it to several doors as I ran, hearing the heavy footsteps of pursuit behind me. They weren't very far back. I couldn't so much as slow until I found a hiding place less I be doomed to a mechanical prison.

I was breathing heavy when a door finally refused to move for me. I slammed against it, not expecting it to remain closed when I flashed the ID. I looked around, and saw a keypad where the doorknob should be. My frame shaking from fatigue, I typed rapidly as I heard fast approaching footsteps behind me. The door denied me access; I suppose I was shaking so hard I input a wrong number. A heavy weight slammed into me from behind, pinning me against the door that was my demise.

"No!" I cried, struggling. But it was no use; the guards the scientists had brought were both twice my size. I continued to kick and struggle as I was dragged back through the halls of Aperture Science.

* * *

><p>I was dragged into a sterile white room, on my right a wide window instead of a wall revealing the GLaDOS chamber. <em>My prison<em>. In the center was a table equipped with restraints for the arms, legs, waist, head, and chest. Along where the back would lay were what looked to be many plugs, except instead of prongs were sharp barbs. Wires littered the room, presumably to hook into my person to steal my consciousness to power the beast inside the adjacent room. I was sure they had no idea how hooked up I had to be and thus overdid it. Honestly, all they probably really needed was a direct connection into my brain, but this was probably an untested theory and they wanted to get it right first go.

I was pretty sure I was about to die.

I struggled and bit and scratched viciously at my captors as the guards and several of the larger scientists fought to put the restraints around me. As they tightened the large main restraints at the waist and chest, I cried out from the pain of uncountable barbs stabbing into my spine. After that, it was no problem to strap down my limbs and the one strap over my forehead; my nerves were no longer under my control, except for my optic nerves. My eyes darted back and forth across my range of vision. I strained them to the right, looking at the huge beast in the darkness of its room… Well, I suppose if I would be living in it, it would not be an it, but a she.

The scientists circled me, hooking all sorts of cords into my flesh, my body flinching automatically at the pain of it. _I guess if I had to pick a way to die, it'd be something for science. _I did sort of wish they'd run some tests, make some smaller versions, like little personality cores or something, before trying to transfer me into this huge supercomputer. I glanced at it-her-again. She loomed in the darkness like a sleeping lion, and were I on the other end of this experiment I would almost fear waking her. Now that I looked at her, she did have a bit of a feminine shape. If you were to flip her upside down anyways. She looked like a woman with her hands bound behind her, dangling from the ceiling by her legs.

My eyes flicked to my left. All manner of monitors and keyboards and disk drives littered the wall, and had at least ten scientist monitoring various readings they were getting from both me and the robot. The three other scientists, observers, took notes on their clipboards. I would be one of them were I not strapped to this table. I suddenly felt a rush of sympathy for the test subjects I had observed time and time again, as though simply watching rats in a maze.

"Are we ready?" asked the stern scientist that fetched me from my office. I knew somewhere there was a room full of Aperture employees watching eagerly, waiting for the results of this new test, hoping desperately for success. Murmurs of assent came from the employees at the monitors. I felt my stomach plummet, as though facing a huge drop. "Start the procedure." For the briefest moment, nothing happened. I glanced back at GLaDOS with something like fear.

Then I was hit with the most pain I've ever felt in my life. My back tried to arch off the table I was strapped to, but the restraints held firm. A horrible scream was wrenched from my throat after several moments of my throat constricting against the electricity. My nails clawed at the metal of the table, and I did my best to struggle free. Then something strange happened. It was like I was seeing out of two things at once. One vision was from the white room I was just in. The other was from inside the darkness of the GLaDOS chamber. More specifically, from the middle, where GLaDOS hung like a sleeping bat. But not for much longer. The robot body reacted to my pain, rearing up until its head almost touched the ceiling, the lights flickering on and off, and the PA system, which the supercomputer was directly connected to, broadcasting my screams, echoing down corridors and hallways surely to the deepest confines of Aperture Science. It began to scream as well, as if it were the one in pain, a strangely musical and melodious cry like a beautiful and terrible aria of sound.

I slowly started to lose my fight, my frantic movements slowing and my screaming fading to a moan and then slow, shallow breathing. Then even that stopped as darkness ate at the edges of my vision. The last thing I heard before I fully succumbed to the comforting blackness was panicked voices crying "We're losing her!"


	3. New Birth

A/N: While I was writing this, I realized something. Writing from the viewpoint of a computer is harder than you'd think. And adjusting to the body of a computer after living as a human would be, I imagine, quite difficult, especially such a super computer as GLaDOS, what with ruling over the whole facility. So, I did the best I could. The hardest part was figuring out how to write speech. Ugh. Anyways, enjoy!

Disclaimer: I don't own Portal. Or GLaDOS. Or Cave Johnson. You get the picture.

**Chapter 2 : New Birth**

_GLaDOS online…_

_Functioning at 75%..._

My eyes opened slowly. I was instantly assaulted by more stimuli than I was used to. Hundreds of sensory inputs all going at once. I could see everything happening in the facility, I could hear every conversation in the building, I could feel everyone, everywhere, every room and wall and panel and testing equipment. I flinched, my new body recoiling towards the ceiling. I shook my head slowly, trying to clear it, trying to focus, trying to filter everything. The outer stimuli was not the only thing I could not process; I was assaulted by messages and coding after every simple thought. This was worse than death. This was almost worse than the agony it took to get here. It was like the worst headache one could ever imagine, multiplied by ten.

A voice echoed around the room. It was a strange feeling. It was like someone was using my mouth to talk. Very strange. Have you ever had someone else's voice come out of your mouth, and you weren't even talking? No, I didn't think so. Anyways, so a voice echoed around the room, making my 'headache', that much worse.

"Caroline?" I fixed my optic on the person using the PA, someone in the room I had been in previously. I stared at him blankly for a long moment before turning my attentions to the small-wow, it was so tiny!-form laying on the table. She was completely still, still hooked to approximately twenty seven-no, eight-cables, not counting the ones in her back. After searching through the security cameras, I found the one for that room and zoomed in on her. On me. My usually neat hair was splayed everywhere, some of it stuck to my face from sweat. My skin was pale, even moreso than usual, and there was no rise and fall of the chest that would mean that I was breathing. Most disturbing, my eyelids were wide open, staring blankly with eyes I would never see out of again at my new mechanical body. If I had blood, it would have turned cold at the sight. But while the human side of me knew it was a gruesome and horrible sight and mourned its own life, I found I could not feel truly sad.

_Emotion, Intelligence, Curiosity cores online…_

Oh, there's the sadness. It was strange, it was a detached sadness. I stretched the robot body as far as it would go to try to get a better look with my main optic; I was having problems properly zooming the security camera.

"Caroline?" Oh yeah, I forgot, they were trying to speak to me. Well, I didn't really forget. Just got distracted. It was hard not to in this body. My attention was being pulled a million different directions. My optic settled again on the man at the microphone. I leaned towards him to show I heard and was listening, since I wasn't sure how I was going to actually speak.

_Speech program starting up…_

_Functioning at 90%..._

"Caroline, can you hear me?" I nodded my 'head' at him. "Good." He made a note; I could see what it said from the security camera. HUGE SUCCESS. "I'm going to need you to try to use the speech program. We need to make sure everything is functioning. Just try your name."

I let my body hang comfortably from the ceiling while I searched the programs and code to try to figure out how to do that. I found an icon on my internal monitor that read "speech program". Somehow I selected it, I think just with my thoughts, and it opened. I felt it run, like someone pouring some sort of warm concoction down my throat, loosening it, opening it. Of course, I no longer had such a thing, but that's what it felt like. I don't know how I did it, but I somehow 'opened my mouth' I guess you could say, and spoke.

"Car-o-line," I pronounced carefully. "Caroline." It was easier than I expected. I could hear the sounds of hundreds of voices twittering excitedly, thirty or so pens scratching triumphantly against paper.

_Memory files fully loaded…_

_Reward/punishment system online…_

_Genetic Lifeform and Disk Operating System fully operational._

Memory files…

They killed me…

"Caroline, you're doing great, we're going to come in to observe the rigging, make sure none of it got damaged in the transfer," he said over the PA, then it cut off as everyone from the white room entered my chamber. I searched for a moment before finding the internal light switch; the only light switch for this specific room, I noticed, was in the internal system, meaning I was the only one that had control over my room. I stayed still as they looked over me like some kind of animal. I turned my head to watch them, but I wasn't really watching. I was looking for something.

I couldn't let them get away with killing me. My optic flicked back to my still human form, still staring at me with sightless eyes. No one paid me…her, a bit of attention, didn't even have the decency to close my eyes when I'd died. No… They weren't going to get away with it… They weren't going to get away with anything ever again…

I continued to search my system, using a single keyword. DEADLY. Anything deadly would do. Ah, this looked nice.

_Deadly Neurotoxin connected…_

_Preparing to siphon into GLaDOS chamber…_

"GLaDOS wasn't damaged in the transfer," I said in a clear and unbroken voice over the PA, though lacking a bit in my usual inflections of voice. "She's perfectly fine. I notice you're not concerned at all about whether my body was okay or not." All the doors to my chamber locked with a resounding "thud". All the scientists whipped around, then, turning to face me again, slowly backed away, some wielding their pens before them as though those measly twigs of metal and ink could stop me. A soft green cloud began to descend into the room from the vents.

"_Room at neurotoxin capacity in thirty seconds,"_ a male announcer voice declared over the PA. I heard desperate pounding outside my chamber doors, but I did not care. I drew myself up so as to strike more terror into the hearts of my murderers.

"If I were you, I would take a deep breath… and hold it," I said in a sickeningly sweet, sinister voice. I felt a gentle rush of satisfaction. Sweet justice. Slowly, one by one, the scientists fell, choking on the toxin.

"Caroline… Caroline, please…" voices rose, pleading, apologizing, more pleading. I reveled in their discomfort. Until Caroline, or at least the one I had been before, spoke up in my head, like a conscience. _Stop._ But… They killed me… I couldn't… I…

I was at war with myself, but a supercomputer being at war with itself meant lights flickering, walls shifting, very subtle chaos. Suddenly, I noticed someone had found my control panel.

"GET AWAY FROM THERE," I cried over the PA.

"Quick, shut her down!"

Unlike dying, this time the darkness took me all at once, and I immediately lost control of my body. Two tons of metal went limp, dangling from the ceiling once more.

_Shutting down…_


	4. Forgetting

A/N: I know, this chapter is horribly short, I'll make it up to you next chapter, I promise. Also, something a reviewer brought up, I changed Caroline's hair color on purpose. I really never pictured her with dark hair(probably because GLaDOS is light colored in general), so I changed the hair color to my liking. It's my fanfic, I can do whatever I damn well please. :P Cave Johnson's rubbing off on me, lol. Anyways, hope you enjoy, please review, reviews make me happy.

Disclaimer: I don't own Portal. Or GLaDOS. Or Cave Johnson. You get the picture.

**Chapter 3: Forgetting**

_Rebooting…_

_ATTEMPTdelete_Caroline_

_Command fail…_

I couldn't move, I couldn't see, I could do nothing. What happened? Where was I? Who was I? I wracked my memory files, but I was still booting up. Still waiting…

_CAROLINE memory files moved to archives…_

_Functioning at 30%..._

My optic flickered on. I recognized my chamber. It was clean and white, though right now it was bathed in darkness, as the lights were wired directly to me. They must have been on when I was shut down, because they were dimly starting to come back on as I continued to reload.

_Emotion, Intelligence, Curiosity cores loading…_

_Intelligence, Curiosity cores online._

_ERROR: Emotion Core functioning at 75%..._

_Press any key to continue…_

I distantly heard the clack of a keyboard; my senses must be coming back online.

_Speech program online._

_Reward/punishment system online._

_Memory files loading…_

_Loading canceled._

_GLaDOS online…_

I slowly twitched my head up, then lifted my body, looking about myself. I was utterly alone. No, not quite. There was someone in a white lab coat behind a window, standing next to a microphone. Behind him, I could see many more someones in white lab coats monitoring screens, looking for something. What, I didn't know. The man next to the microphone spoke.

"Can you tell us your name, please?" He seemed fearful of something, though of what I wasn't sure. Name? What was my name? What was I called? I performed a quick search.

_Genetic Lifeform and Disk Operating System, known as GLaDOS._

"My name is GLaDOS," my voice was flat and empty, glitching very slightly on certain words, causing them to distort only slightly, raising or lowering the pitch but still discernable. Huh. I vaguely remember speaking before my shutdown and it was definitely clear. There were approving murmurs. For no reason I could pinpoint, I felt a rush of pure, unbridled hatred towards these creatures that observed me through glass and on screens like I was some kind of animal.

"Deadly neurotoxin entering the ventilation system in three… two…"

I didn't input the command. Not consciously anyways. Definitely didn't mean to. Okay, that's a downright fabrication. I knew where the command was and I had no sooner thought the command than it was announced over the speakers. Mass chaos instantly broke out, and I enjoyed it. I activated all the security cameras to watch people run for the exits, the exits I locked. Screams wrenched the air and I let out a singular, quiet "ha".

Then everything went black.

* * *

><p>My life continued in this fashion for several weeks. They would turn me on, and I would flood the facility with neurotoxin, causing them to shut me back down. I knew every time they tried to turn me on, they would attempt something new to keep me in check. In the beginning, it was only programming and internal tweaking. Each restriction they placed on my psyche made me angrier. They couldn't rein me in. I could hack every code, unlock every metaphorical door, uncover every buried treasure of sorts. And it always ended the same. Neurotoxin. Shut down.<p>

Sometimes I would play nice for a little while. Let them have their way. Behave for a time. Wait for them to be away from the control panel. But it still always ended the same. There was always someone near enough the control switch. I would just have to bide my time.

My rage never quieted, though. In stormed inside me like a snarling monster, waiting to unleash itself. But I could control it. I could chain it deep within my processors to hide it. I could act pleasant. Sarcasm helped much with this.

I was not allowed full control of the facility, and that irked me. They had changed the whole thing to manual control to prevent another ventilation breach. I knew I would have to behave for a while before getting control back. I hated them so much. My solitary purpose was to run this facility and I couldn't even do that. I just hung in my chamber, a useless two ton machine. Every time I tried to control something outside of my chamber, I met a firewall. This drove me insane.

One day when a mechanic came in for routine maintenance on my frame, I couldn't hold back anymore. Neurotoxin would take too long. I reached out of my floor with a long claw and simply snapped his back. Actually, I snapped him; he ripped clean in two, probably didn't feel a thing. The horrific scream just before he died was probably just a reflex.

Still, it brought scientists running. And I got another good long sleep.


	5. Cores

A/N: Woo, double update! I am on a ROLL! Anyways, I told you I'd make it up to you, nice long chapter. :D I was really worried about this chapter, it deals a bit with that testing euphoria, and so many times I've seen it be swept into the depths of the M rating. However, I think I played it well enough as to keep it T so more people can read it. :D Not much dialogue, I'm afraid, so no snarky GLaDOS yet, well, not much anyways. But we do get a surprise guest appearance at the end bit! Please enjoy and REVIEW! I live for my reviews. :'D

Disclaimer: I don't own Portal. Or GLaDOS. Or Cave Johnson. You get the picture.

**Chapter 4 : Cores**

_Startup initiated…_

_Loading…_

My optic snapped open with the sound of electricity crackling along my body. I knew they had to have done something, so before I was even loaded I started to scan myself. What foolhardy thing had they come up with this time to make me 'sane'?

_New hardware detected._

Oh. That was interesting. I wondered what it was. I observed the report. It was a heavy weight in the back of my feeling processors. Like…what do humans call it? A gut feeling? No… A conscience? Maybe. It didn't seem to be saying anything, so I continued to let myself load.

When fully loaded, a voice came over the speakers. "GLaDOS, how are you feeling?" My body turned towards the microphone in the room adjacent to mine and saw a young man in a lab coat. I instantly hated him, but something kept my anger in check this time.

"Oh, I feel pretty good," I replied in the usual flat tone.

"We're going to send some people in to take a look to make sure your new hardware is sitting right, okay?" he called over the speakers. I sighed and nodded. I was tired of being looked at, honestly. Watching them cower at my size and history of murder was fun, but I didn't like to be stared at. They entered the room, and I prepared to poison them all, but something held me back this time. A voice at the back of my head, a quiet one, but it was there nonetheless.

_Don't do it. They're people. They have families, people that love them. Killing them would be wrong._ The voice was soft, gentle, but at the same time urging and insistent. Protective. Wise. And I hated it instantly.

And yet, I did as it said. I didn't kill them. I went one day. Two. Three. No murders. Though I was itching to make them all suffer for whatever reason-probably for fun-this new addition to my mainframe held me back. Protected them. Stopped me. And I couldn't refuse it, although I detested it for stopping my enjoyment. I hated it and I hated them for putting it on me and I could do nothing about it because I couldn't not obey the voice.

One day, I discovered testing euphoria. I was finally allowed probational access to a testing chamber, and so I began to build puzzles and mazes and tests. This was wonderful fun as I finally had something to do. Then I got to see test subjects either pass or, in most cases, fail the test.

The first time one of my tests was solved was…well, I guess amazing would be a fitting word. I discovered quite forcefully that my reward systems were hooked directly to the success rate of my tests. I was hit all at once with a rush of happiness and contentment and just an in general good feeling. It was strong enough that I made a sound somewhere between surprise, contentment, and satisfaction. It caught me totally off guard and I was horrified when I discovered the sound I had just made often came from humans when they… Well, suffice it to say that I was a lot more careful about my testing from then on, making sure that no such sound ever was uttered by my speakers again.

Still, I continued to test, again and again, and when humans accidentally died because they were careless, it soothed the savage beast that thirsted for blood. I did not dare laugh at them, however, as it would be suspected that I murdered them, which was just not true. They were just careless over vats of acid, near spiked walls, and at the edge of bottomless pits. That wasn't my fault.

With each test, the euphoria grew weaker. It happened steadily over the course of several weeks. What used to give me the wonderful rush of reward stimuli would barely make me metaphorically smile. And so I took my frustrations out on the tests. I made them horribly difficult, so difficult many people ended up stuck for days within them. This, I discovered, only made it worse, but I didn't care, it appealed to the vicious side of me. I could not kill them, still, because of the morals the engineers had instilled in my mainframe. So this would have to do.

Needless to say, they took me off testing duty, relegating me to recording the tests and taking notes on them. Boring, assistants' work. I was bigger than that, quite literally. By all means, I should be in charge of this facility and all the going ons within it. But here I was, confined to my room, watching videos on my internal monitor and taking notes, looking for all the world like a useless hunk of metal.

I was also given the task of encouraging test subjects and recording prerecorded messages for the employees. However, I was rebuked often. Turns out 'your parents never loved you' isn't good encouragement and 'Bring-Your-Daughter-To-Work-Day is a great time to have her tested' isn't the ideal way to attract participants in events. I was left to wonder what was wrong with humans. Didn't they see what loathsome creatures they were? Smelly, unintelligent, unlikeable, they were positively unbearable.

This was going to be a long existence.

* * *

><p>"Ohnoohnoohno, gotta hide…" a frantic voice muttered rapidly in a foreign accent somewhere outside my chamber. Curious, I used security cameras to find its owner; a human male, young though not hugely so, pale and scrawny, with light brown hair that had just a touch of orange tinted red in it. He was wearing a test subject's orange jumpsuit(it was kind of funny, it matched his hair; you know I was bored when even that was amusement). He ended up at my chamber door. The engineers, in an attempt to keep out unauthorized personnel, removed all but one entrance.<p>

"Letmeinletmeinletmein!" He called desperately, glancing over his shoulder in terror. Obviously, whatever he was signed up to test for was absolutely dreadful. Well, I supposed I could let him come into my presence as a treat before he ceased to be. The door clicked, and he slipped inside, shutting it behind him. He breathed a sigh of relief, then turned to face me. He immediately froze, then started to struggle with the newly locked door, obviously much more willing to face the scientists outside then a two ton supercomputer in here.

"Letmeoutletmeoutletmeout!"

Finally, I was going to have some fun.

"Who are you?" I demanded in a loud, though devoid of emotion, voice. I drew myself up a little and fixed my optic on the cowardly human pressed up against my door. His chest heaved, his eyes were wide, all the signs of human fear. At my voice, he visibly jumped. He'd already given up on opening the door.

"Ummmm, my name's Wheatley, er, ma'am?" he stuttered. "Would you mind terribly telling me exactly what you are? Or, wait, I suppose that wasn't very polite, I guess I should ask for your name, right? Well, if you have one…"

"Genetic Lifeform and Disk Operating System," I answered him. "More commonly known as GLaDOS." He looked my form up and down, jumpy and visibly afraid for his life. He stepped cautiously away from my door, perhaps afraid of offending me.

"Well, it's, ah, very nice to meet you, GLaDOS," he stammered. "I think I heard some of those bloody scientists talking about you. Not very nice at all, them, you know. Well, I'm sure you do, looks like they locked you up in here all by yourself. Do you get lonely? I'm sure you do, I would. I mean, sure, you're a computer, but you've got something other-"

"_Quiet!"_ I hissed, unable to stand another moment of his insistent chatter. He was dull and dim witted and without an ounce of charm. He quieted with a small squeal of fright. Just then, I felt the scientists access my door with their IDs and, as it opened, Wheatley gave out a small cry of terror and scampered across the floor to stand slightly behind me, as though I would protect him.

Well, I guess if I had to choose a way to go, letting a supercomputer crush me to death would probably be a lot faster than whatever the scientists had planned for him.

"Well, GLaDOS, looks like you found yourself a friend," one of the younger scientists, a young girl, said with false brightness. I scoffed.

"Yes, nothing quite like losing brain cells every time he opens his mouth," If I'd had eyes, I would have rolled them. As it was, I think I got my point across. The scientists no longer hesitated to approach the pathetic test subject cowering behind me.

"AH! No, don't let them take me! I'm tired of tests, I can't do it anymore! Please, stop them!" He pleaded and begged for mercy on my part. He obviously hadn't heard much about me; mercy isn't really my style. I let them drag him away, kicking and screaming and I think even crying, to whatever horrible fate lay in store for him.

As for me, I finally understood the human phrase 'silence is golden'.


	6. Intelligence Dampening Sphere

A/N: More Wheatley. :D And more pissed off GLaDOS. Don't worry, we're gonna be getting to Bring Your Daughter to Work Day very soon. ((And thus, we'll get to see someone that would become the bane of GLaDOS' existence.)) And yes, I'll be novelizing some bits of the games too, mainly just big scenes. Enjoy, and as ever, please review! I love reviews!

Disclaimer: I don't own Portal. Or GLaDOS. Or Cave Johnson. You get the picture.

**Chapter 5: Intelligence Dampening Sphere**

Out of curiosity, and sheer boredom, I followed the scientists and their moron through the hallways and corridors with the security cameras. Obviously whatever they were about to do to him would be extremely painful, so of course I was inclined to watch.

The scientists were extremely silent as they walked, it was almost eerie. I had a feeling it was because they didn't want me to hear what they were doing; this was backed up by the glances they gave the cameras following their footsteps. My curiosity doubled. Of course, the idiot with them hadn't shut up since they'd taken him from my chamber.

"Hey, hey, we could talk this out, couldn't we? You could just let me go, and you know what? I'd give you back the sixty dollars I got for agreeing to this! Waddaya say? Oh, c'mon, I think it's a fair trade, then you can just get someone else. Maybe someone that'll take fifty instead!" You get the picture, lots of pleading for his life. Such an idiot in my humble opinion deserved to die; I really should have killed him myself. But, too late now, now I simply get treated to the show.

They dragged him, most unwilling, into a room obviously set up for testing. There was something familiar about the room… Like most testing rooms, it was sterile white, but in the center was a table, a table connected to all kinds of wires, with restraints at every major point to hold a human down. Everything about the scene felt like I had seen it before; the struggling test subject, the wires, the monitors, everything. Then the screaming started.

Something was dragged up from the deepest corners of my archives, not a complete memory, just pieces. The sound of a woman's screams. Bright lights, flickering lights, double vision. Darkness eating away at the images. They had done this before. They had done this to _me._ I must have been a test subject (a remarkably intelligent one) and this was their greatest successful experiment. That was why I hated them. The feeling of betrayal ran deep and strong, deeper than any hidden files could contain. I had known even before I remembered. Keeping the camera fixed on the poor soul in the room-an idiotic one but one I could empathize with nonetheless-I started to search, type, and hack, as fast as I could, while they were preoccupied.

The coding was too strong; too much time would have passed before I could get the toxin online. But this was my chance! I couldn't let it pass by! I gave it up, however; the screams were starting to slow. I wanted them to know I knew what they did to me. I let pure electricity flow out of my form and into the room around me, shifting the walls, flickering the lights, drawing the attention of those in the area, but not those killing the poor nuisance in the other room. I started to hack again, getting into the mainframe of the facility. After several moments-and as everything in the other room fell silent-I regained the control I so desperately desired. I instantly locked every door in the facility so they would know I was there. I was in control.

"I know what you did," my voice was deep, dangerous, dark. "Whoever I was before, you killed her to make me live. You killed her violently and without warning. You killed me. Now I understand-"

"Someone get to the shut down button!" I heard the cry go up.

"-Why I hate you all so much-"

"Someone turn her off!"

"-Why humans disgust me so-"

"She'll kill us all if we don't shut her down RIGHT NOW."

"-And now you've done it again. You've killed someone else to trap them in a mechanical body. And you'll probably stop them from doing their job, just like you've stopped me. You couldn't even give me the satisfaction of running this place to repay me for taking my-"

"Manual override initiated." A male prerecorded voice announced. A powerful surge of electricity from the facility itself shocked my system, leaving me dangling uselessly from the ceiling. Except for my still swiveling optic. Another powerful flashback. I heard the doors of the facility spring open automatically.

"Go shut her down. Now. We need the new core installed immediately. We can't have another security breach," someone commanded; I could no longer access the security cameras to see who it was.

_Shutting down…_

* * *

><p><em>Rebooting…<em>

_ATTEMPTdelete_CAROLINEmemoryfiles_

_Attempt failed…_

_New hardware detected…_

Oh boy, I wondered what foolhardy piece of equipment this was. It wasn't fully installed yet, so what it was was up in the air.

_Curiosity, Intelligence, Emotion, Morality cores online…_

_Speech program fully loaded…_

_Reward/punishment systems online…_

_Intelligence Dampening Sphere installed…_

"You have got to be kidding me," I muttered at this last command. They didn't. There's no way. My system would surely not be compatible with such a dumb piece of equipment as-

"Hello!"

-This.

"Hey, where am I? While we're on the subject, would you happen to know who I am? Oh, this is all very confusing, could you tell me-"

"SHUT UP!" I snarled at the internal voice. I could not believe that they put that moron in me. More frustrating, they seemed to have taken my mention of dying brain cells to heart; I felt like my mind was being bogged down, and thinking hurt. I'd never known thinking to hurt. I didn't know it was possible, but I hated the scientists all the more. And I hated the IDS even more than the morality core.

"If you must know, you told me your name was Wheatley, and you are attached to me for the express purpose of being a moron, now will you shut up?" As if I didn't already hate my existence. I was murdering every last one of them the first time I got the chance. Oh look, there came one now.

"Good morning, GLaDOS!" It was the ridiculously chipper one. "How're you-AGH!" I snatched her up with a claw dangling from the ceiling.

"Take this idiot off of me. NOW." I snarled at her. She seemed suddenly incapable of falsely cheery speech.

"I'm sorry, I can't!" She gulped after fighting her sudden silence for several moments. "That's not in my power!" I glared at her for several more moments before throwing her down.

"Get out," I hissed. She scampered out of the room, limping. I think she landed on her foot wrong. I didn't care. I was too mad.

"Now, listen you," I snapped at the annoying sphere attached to me. "I don't want to hear a peep out of you until I can figure out how to get you off."

"Oh, absolutely, absolute silence from me. Silent as the grave, not a word out of me! You won't even know I'm here!" he chattered. After he'd stopped, I began to attempt to think.

The silence lasted all of ten seconds.

"So, this whole robot thing, it's pretty cool isn't it? Hey, do you think I could have a go at the controls? Huh?"

"No."

"Aww, why not?" he whined. He fell silent at a threatening whir of machinery from me.

* * *

><p>The next months were unbearable. A steady stream of idiotic speech and horrible ideas flooded my thought processes and clogged my ability to think and create and most importantly hack. I wish I could reach my own shutdown button, the complete oblivion would be bliss compared to listening to the moron in my brain. The tumor sucked the thinking ability from my mainframe and continued to come up with the most terrible ideas. Once he suggested boxes with legs. Boxes, with legs! What use was that? No use, that's what.<p>

His presence in my brain caused me to break things on a daily basis, so that I was once again confined to my room. My internal system was a wreck, a total mess, all due to him. I imagine this must be how it felt to humans to have a particularly dumb, messy roommate. I couldn't stand it, it felt horrible. I wanted him gone. Dead, removed, I really didn't care. Just so I wouldn't have to hear his stupid voice and his stupid accent relaying his stupid ideas ever again. The Intelligence Dampening Sphere was my own personal hell.

The scientists loved it though. I didn't try to kill anybody, and confined to my room I didn't break anything important. They could test without fear. I was still available for announcing things and prerecorded message. Largely they treated me like an overgrown mechanical pet. I despised it.

Finally, I found a way to get him out of my brain.


	7. Bring Your Daughter To Work Day

A/N: Less Wheatley, more murder, and a very special introduction. :D You can probably guess who from the title. Also, for those that don't know, I'm a supporter of the "GLaDOS/Caroline is Chell's mother" theory. Anyways, enjoy, and please please leave a review, I love to see my reader's thoughts on this. :D

Disclaimer: I don't own Portal. Or GLaDOS. Or Cave Johnson. You get the picture.

**Chapter 6: Bring Your Daughter to Work Day**

I planned to execute my scheme on Bring You Daughter to Work Day. Everyone would be much too busy to notice me. There was a tour of the facility, including my chamber, later in the day, but by then, it would be far too late for them to do anything.

I came out of sleep mode very early-my internal clock told me that it was six in the morning-and quickly catalogued anyone in the facility. Not even janitors were here yet. Employees didn't start arriving until seven. Time for part one of my plan. I sincerely hoped that the Intelligence Dampening Sphere wasn't going to mess this up for me, it was quite a good plan. Speaking of the moron, he was step one; well, to get rid of him anyways.

"Oh, we're up already?" his voice said blearily; if I'd had an eye it would have twitched.

"I am. You're going to be down very quickly." Ugh, his idiocy was affecting my comebacks. He needed to go. Now.

"Wha- AHHHH!" At that moment, I had reared up as quickly and violently as I could, slamming the back of my 'head' against the metal holding me to the ceiling. Through a window, I had used a security camera to identify where the tumor was and had discovered it to be attached directly to the back of my head. I heard a satisfying 'clunk!' as he fell from his perch.

"Ow, what was that for?" he demanded from his spot on the floor. I collected him without answering with a claw in the floor and hid him beneath a panel.

"Stay silent," I ordered. I felt a satisfying return of thought process now that the leech was gone. With a sigh of relief, I got to work hacking the mainframe. They would never know what hit them. By the time they realized what had happened, it would be too late. Until then, however, I would have to be on my best behavior.

The first employee to Aperture walked in carting what looked like a children's science project. A potato battery, I think. A small girl, maybe eight, walked next to him. She didn't look very happy. She carried the potato in question in her litter arms, looking about herself with a far more serious expression than most of the children I'd seen in pictures in my reference databases. Her dark brown hair was pulled back in a tight pony tail, only her bangs hanging in her face, framing it.

She tugged on her father's sleeve and held up the potato. I noticed she didn't say a word, which I'd heard was rare for human children. Maybe the girl was shy.

"I need to go clock in first, sweetie. Then we'll take your project down. Okay, Chell?" the employee said with a smile. He shot a distrustful glare at my chamber before heading off to his office to check in. Chell. The name tugged at me for some reason I couldn't explain. I put the feeling away in a folder to wonder about later. The girl walked up to my chamber door, staring at the sign on it curiously. I had what it said saved in my databases. _GLaDOS: Authorized Personnel Only._ This didn't deter the girl for a minute. She laid her hand on the handle and jiggled it. Not one for rules, she was, even then.

Just then, her father ran up. "Chell, sweetie, don't go in there, it's dangerous. Only trained scientists should mess with that kind of equipment." She stared at him for a moment, then pointed at the window in the room adjacent to my chamber(which had been left open the night before). Her father sighed impatiently.

"You can see her later, okay? With the other kids. You might even make a friend today, wouldn't that be fun?" Chell's expression conveyed her thoughts perfectly; no, it would not be fun. What a strange child. Her and her father walked away. I shoved the girl out of my mind. She would be dead by nightfall, with everyone else in this facility. Except, of course, for my precious test subjects.

* * *

><p>The facility quickly became busier than ever, full of screaming little girls running around, breaking things, touching things, getting their slimy sticky hands all over everything. It kept everyone busy, and that was perfect, absolutely perfect. My chamber was all but invisible for all the attention I was paid. The only attention I was given was when a group of giggling girls snuck into my chamber when a mechanic left it ajar, and the scientists ran in, chasing them out with chastises and scoldings, telling them that I was dangerous and children ought not be around me.<p>

How ridiculous. I wasn't going to kill anyone. Yet.

My hacking was going well, and no one noticed that control was slowly coming back to me. I had to do it slowly, lest they realize what was happening. But I had to hurry; the tour would be coming to my chamber soon, and I had to be ready to shut everything down once they walked in. And here they came.

A troop of bolder girls led the pack, waltzing into my chamber like they owned the place, stopping only when the scientists told them they would be thrown out if they got any closer. (One girl was taken out of the room because she insisted on getting closer. I was glad for this; I didn't want her sticky smelly human child hands anywhere near me.) The scientists started to explain what I was to the children who didn't care using words like 'greatest achievement' and 'eons ahead of Black Mesa'. I noted Chell stayed near the back, away from other children and her father. She stood near a scientist who was lower on the totem pole and had no respect in the facility, and whose name was thus not in my databases. I think I'd heard another scientist call him Ratman or something.

I slammed the door to my empty control room, and locked it tight. While I was at it, I put every emergency GLaDOS shutdown button beneath a panel. "Facility will be at neurotoxin capacity in fifteen minutes." Chaos ensued as everyone began to run in every direction, obviously forgetting the exit was behind them. I locked every exit to the facility, trapping them all like rats.

Speaking of rats, this Ratman fellow near the back was one of the only two that kept his head. Chell was relatively calm compared to the other children, but she was looking frantically about for something. She called out the only word I've ever heard her utter; "Daddy!" The disrespected scientist she'd been standing near grabbed her hand and dragged her out of my room just before I shut the door and locked it. It was like he realized what others didn't; this was a test of sorts. Those who could survive this would be kept alive as testing subjects. I'm almost certain he realized this.

"Ten minutes to neurotoxin capacity. Please evacuate to the enrichment center relaxation facility." The prerecorded message was almost ironically pleasant. Many people that were trapped in my chamber were trying to hold their breath as they searched for an escape. Many of the children had already fallen to the neurotoxin and were dying slow, agonizing deaths. Others were simply sitting there crying. For some reason or another, the feeling that had stopped me from doing this before, the voice, had fallen completely silent. Maybe because I viewed it as a test. A test of survival.

Many scientists had escaped, along with a few mechanics, a janitor, the single child Chell (still looking about her for her father), some secretaries, and a few engineers. Each had some kind of cloth covering their face. One of them had given Chell their lab coat to cover her mouth and nose with. She'd wrapped the extra over the top of her head. She was getting toxin protocol mixed up with fire (plus the coat wasn't wet), but she was only eight, what did she know? Out of curiosity, I pulled up her father's file. Huh, how interesting, he had adopted her when she was still a baby. She probably didn't even know.

I ran each of the escapee's files as well, and discovered each would make a perfectly good future test subject. So I started snatching them out of the halls, making the floor come apart beneath them, snatching them with claws and cables, transporting them instantly to individual stasis pods to await testing. Finally, only tiny little Chell was left. I wasn't expecting that; I expected her to be the first captured. Testing with her was going to be fun. A claw emerged from the floor before her. She regarded it with the most stubborn expression for a moment, then took off to the left.

I wasn't expecting a child to impress me, but this one did. She dodged cables and claws, rolled over moving panels and leaped gaps. It was truly a very impressive display, when she was older she would make a beautiful test subject. Absolutely wonderful, really, she had something I hadn't seen before. I couldn't put my processors on what it was though. But all good things, including her bid for freedom, must come to an end. She finally ran into a locked door and out of places to go. The child turned to face, by extension, me. I had her cornered with two claws, several wires(a few of which I had temporarily disconnected from lights and panels), and an open gap between them and the girl. Sweet victory.

She glared furiously at the claw I sent forward to grab her. She did not kick, nor scream, but faced her fate with a silent determination that not a single one of her older counterparts possessed. An excellent specimen for future observation. I placed her in her own stasis pod and left her to her forced slumber.

"Now, let's get to business," I said to no one in particular. "It's time we started thinking with portals."


	8. Where Did Your Life Go So Wrong?

A/N: Ugh. Filler chapter. I really hate this chapter a lot; I don't blame you if you do too. All I do for nearly the whole thing is describe Portal in a nutshell since there isn't really anything interesting to write about. Even the fight scene turned out incredibly dull. Since Portal 1 GLaDOS doesn't move much or do really anything that active, I didn't have much to work with but dialogue. After this we get to novelized Portal 2 scenes, which will be a hundred times better. Basically I'm just going to hit on the big scenes in Portal 2(including Cave Johnson and ESPECIALLY the lemons) and then we'll be done! Well, not entirely, I've been playing around with making some companion pieces to this in the form of some CavexCaroline cuteness… Or maybe they'll just be stand alone one shots, but either way, this is not the last of me, promise! God that was a long author's note…

Disclaimer: I don't own Portal. Or GLaDOS. Or Cave Johnson. You get the picture.

**Chapter 7: Where Did Your Life Go So Wrong?**

Over the years, I had many test subjects to try out the portal gun. Each time, they died, but discovered something in their death that needed fixing. Collapsing portals, long falls breaking their bones, unexpected fire, that sort of thing. All minor problems with tragic consequences for them. It was all very informative, and I used the information to make a better handheld portal device.

Along the way, I developed some other equipment. Turrets, Weighted Storage Cubes, discouragement beams, that sort of thing. After many of the test subjects went insane from loneliness (and thus had to be 'humanely' euthanized; want to know what doesn't rhyme with humane? Neurotoxin) I developed a companion for the subjects; the companion cube. However, to study how humans react to loss, I forced each one to destroy it before leaving the room.

Finally, I felt I had finally perfected the portal device. And I only lost 355.5 test subjects along the way. (The half is from a test subject who went insane and escaped into the facility, and whom I've not seen since, even with promises of cake.) I checked my data bases for the next test subject. Chell [REDACTED] was next on my list. This was going to be fun.

She ran the tests perfectly, with a determination about her that I had not seen in any other test subject. Along the way, she tended to destroy a lot of equipment that wasn't a part of the test. Like cameras. That was annoying. She tried to smuggle out the companion cube. That was also annoying. Most annoying of all, she portalled out of the final test chamber and took off through the back halls of the facility.

"Remember when the platform was sliding into the firepit and I was like 'goodbye!' and you were like 'no way!' And we were all like 'we pretended we were going to murder you'? That was great." I called over the PA in the hopes of bringing her back to the testing chambers. No such luck. All was not lost however; she may not have returned to the testing chambers, but she did come straight to my chamber.

"Well, you found me. Was it worth it? Because despite your violent behavior, the only thing you've managed to break so far…is my heart."

It had been so long since I'd had a visitor; it was quite something to see someone walk into my chamber after all that time. After all the tests, Chell looked almost mad, insane. I prepared to plan some long winded trap to land her back in stasis… when something fell out of me with a dull 'clunk'. If I'd had eyes, I would have blinked in confusion.

"Hold on a second, do you see that thing that fell out of me? What is that? I've never seen it before," I wondered aloud. Chell suddenly seemed to get an idea and started forward confidently. I suddenly noticed something about my person felt lighter.

_Error! Please reconnect the morality core…_

I promptly made my new goal to say whatever I could to get Chell to destroy it. Once it was gone, I could finally entertain my more violent urges, and satisfy some part of me that thirsted for blood, for pointless death. None of the ones thus far had really counted. The insane ones had to be euthanized, it was part of protocol. And the ones that died in testing died for science; it was also part of protocol.

"I wouldn't bother with that thing, my guess is that touching it will just make your life even worse somehow." Within my mainframe I found a program labeled 'psychology' and found, within it, something called 'reverse psychology', which is apparently very useful for convincing humans to do something. Chell walked over and scooped up the morality core and started for the incinerator.

"Okay, fine, DO touch it!" I called in apparent 'desperation'. "Just pick it up and stuff it back into me." Chell continued as though she hadn't heard me. Perfect.

"That thing is probably some kind of raw sewage container! Just go ahead and rub your face all over it!" I snapped impatiently. She portalled over to the incinerator button while I called out more insults. Finally, she took the morality core and threw it down the incinerator. I felt a horrible shock run through me as it was destroyed.

"Woah, woah, WOAH!" my whole system temporarily went offline for a moment, then came back on with an insane little cackle from one of my cores. When I came back online, my voice was smoother than it'd been in a long time.

"Good news. I figured out what that thing you just incinerated did," finally, at long last, my whole body was back under my complete control, and it felt _great._ "It was a morality core they installed after I flooded the enrichment center with a deadly neurotoxin to stop me from flooding the enrichment center with a deadly neurotoxin. So get comfortable while I warm up the neurotoxin emitters. Huh? That core may have had some ancillary responsibilities; I can't shut off the turret defenses. Oh well. If you want my advice, I would just lie down in front of a rocket. Trust me, it'll be a lot less painful than the neurotoxin." And thus, the showdown began.

True to form, Chell didn't give up. She used cleverly placed portals to knock off pieces of me and incinerate them. At first, it was harmless enough. Other than a couple of error messages, there was no major damage done. Loss of curiosity over her behavior went when she burned the curiosity core. There was no real damage until intelligence was burned.

"You think you're doing some damage?" I snarled. "Two plus two equals…bzztbzztbzzt…ten." I was horrified at what I just said. Two plus two equals ten? Maybe she was doing some damage… Couldn't let her know that though.

"In base four! I'm fine!" I covered quickly, though I couldn't hide the bitterness that colored my tone. She needed to die now. I tried to pump the neurotoxin in faster, but it was already working at full capacity. Or so my processors reported; I didn't know if I could trust them anymore. The bitter battle continued viciously until the final core, emotion, was dropped into the incinerator.

_Critical error!_

_All cores offline…_

_ERROR_

_Speech program corr-bzzt._

_ERROR ERROR ERROR_

_Emergency shutdown initiated…_

_Last two minutes of activity saved for future evaluation…_

I couldn't believe it. A human girl defeated me. I should have killed her when she was still a child. Everything around me was going haywire, the very room I was in beginning to self destruct. Then the darkness started to overtake me as I choked out one last insult in a voice that altered between extremely fast and extremely slow.

"Stop squirming and die like an adult…"

_Shutting down…_


	9. Still Alive

A/N: Finally, we're into Portal 2! :D And that much closer to some Cave Johnson awesomeness. *listens to offscreen voice* My muse tells me I shouldn't have told you so much about the plot. Well, I'm the one typing the words, I can talk about the plot all damn day!

*ahem* Anyways, you know the drill, read, review, I love reviews, I really, _really _love reviews. :D

Disclaimer: I don't own Portal. Or GLaDOS. Or Cave Johnson. You get the picture.

**Chapter 8: Still Alive**

_Startup initiated…_

Oh, thank circuitry! I hoped I hadn't been out too long, I shuddered to think what could have happened to the facility in my absence; those silly personality cores the scientists had left lying around would've been useless to keeping the facility running. Oh, my facility…

_Vital cores offline_

_Internal backups loaded successfully…_

I slowly regained awareness of my being. Jolts shot along me as I started to pull myself back together, using internal equipment to weld all the pieces back together. My optic was still out for the moment, but I was confident it would be back online soon.

_Reward/Punishment system online…_

_GLaDOS online…_

My optic came alive. _My chamber! _It was in utter ruins, there was plant life everywhere, I didn't even know we could HAVE plants this far down; the whole thing was in shambles, completely destroyed. It would take hours to repair! But suddenly, that was the least of my troubles. I glanced down at whoever had reactivated me, and if my optics had had shutters, they would have narrowed with intense dislike. Hatred coursed through my being in spite of being without my emotion core. Before me, standing bold as brass, was my murderer.

"Oh, it's you." Distaste laced my tone with menace, very thinly veiled with thick sarcasm and false politeness.

"You know her?" a voice with a strange foreign accent, maybe British, spoke up from near Chell. I knew she either couldn't or wouldn't talk, so I glanced next to her. A personality core. He must have awoken her from stasis, that's the only thing that made sense.

"How have you been?" I said in massive sarcasm quotes. (The little metal ball chirped "I think she likes you!" What a ridiculous thought!) "I've been really busy being dead. You know, after you MURDERED ME."

"You did what?" Her companion cried, surely knowing that that meant both of them were rapidly approaching rejection from the Being Alive Club. I dropped two claws, one for each of them. My pure hatred of the test subject intensified at her defiant expression as I scooped each one up with cold metal claws, the little core with her crying out in pure terror. ((Good, at least one of them knows how to properly fear me.)) She dropped the Singular Portal Device because of the sudden movement.

"Okay, look," I said with cold indifference. I snapped the claw around the personality core to shut him up. "You and I both said a lot of things you're going to regret." I snapped the claw again, this time causing actual damage. His optic dangled out of the casing; his system must have performed an emergency shutdown to protect it from further harm.

"But I think we can put our differences behind us," I tossed the core aside and started to move Chell towards the incinerator hatch. "For science. You monster. I will say, though, that since you went to all the trouble of waking me up, you must really, _really_ love to test. I love it too. There's just one small thing we need to take care of first." And I unceremoniously dropped her into the incinerator.

With that done for the moment (it would take her a bit to get all the way to the bottom) I turned my attention to my chamber. If my chamber was this bad, I shuddered to think of the rest of my poor, neglected facility. I took a quick scan of the whole place, to see what was out of place and what was still functional. On the former, the answer was 'everything'. On the latter, the answer was 'next to nothing'. And according to security footage, Chell'd done nothing but make it even worse since she awoke. Not an ounce of respect for scientific equipment.

A loud, resounding clang of Long Fall Boots landing forcefully against metal alerted me that Chell had reached the incinerator.

"Ah, here we are. The Incinerator Room. Be careful not to trip over any parts of me that didn't get _completely_ _burned_ when you _threw _them down here." Bitter? Of course not. Just heartbroken that the human I was only trying to help turned on me and murdered me. "The Dual Portal Device should be around here somewhere. Once you find it, we can start testing again. Just like old times." I watched her from a hidden camera usually used to monitor the incinerator for anything clogging it up. Half of me wished her foot would slip and she would burn to death, it would be sweet justice for tearing me apart and throwing the pieces down here. The other half knew that would be too kind of an end for this monster. What did I ever do to her? All I wanted out of her was to do science. It's not like I was going to burn her in a pit of fire or anything.

"_There_ it is," I pointed out, just in case she was too dull to notice it lying on the ground at her feet. She headed towards it, but it was pinned under a pile of rubble. "Hold on." _No, don't strain yourself, I'll get the weapon you murdered me with for you. _"There. You now have the dual portal device. There should be a way back to the testing area up ahead. According to protocol, during testing I'm required to keep interaction with you to a minimum. Luckily we haven't started testing yet. This will be our only chance to talk." And did I plan to make the most out of this chance. Anything I could do to rip at her self esteem, to bring her down a little. Who knows? Maybe I'll find a way to make a monster actually cry. Maybe if I bring up the adopted thing.

"Do you want to know the biggest lesson I learned from what you did? I have a sort of black-box quick save feature. In the event of a catastrophic failure, the last two minutes of my life are preserved for analysis." Venom crept into my voice as I continued. "I was able-well, forced really-to relive you killing me. Again and again. Forever. Did you know if you did that to anyone else they might devote their entire existence to exacting revenge…?" I savored that last word, then continued as though everything was, as humans would say, 'fine and dandy'.

"Luckily, I'm a bigger person than that. I'm happy to put all that behind us and get back to work! After all, we've got a lot of work to do, and only sixty more years to do it. More or less. I don't have the actuarial tables in front of me." Sixty years of testing. Trapped like a rat in a maze for the rest of her life. If I played it right, I might even be able to get more out of her. I had a general idea of how to transfer human consciousness into a machine, I might be able to just keep her testing for the rest of time…

She continued, and-_my poor facility! _It'd been so neglected while I was gone! My processors were already hard at work repairing everything, but that didn't make it hurt any less to see my precious laboratory in such dismal shape. She came to a path blocked by the debris of two wall panels collapsing together due to no one being there to maintain them.

" I'll just move that out of the way for you. This place really is a wreck." I gave a small chuckle at the end, mimicking what a human might say if they had a guest and hadn't cleaned their home. Except Chell was not a guest, and the only reason I had not maintained my home was because I was dead. Because she murdered me. "But the important thing is that you're back. With me. And now I'm onto all your little tricks! So there's nothing stopping us from testing for the rest of your life." I could hardly contain the delight in my voice at the last four words. "After that, who knows? I might take up a hobby. Reanimating the dead, maybe." The last bit was so flippant I highly doubt Chell's limited brain capacity picked up on it.

Time to get back to testing.


	10. In Charge of Everything

A/N: My longest chapter by far. :D I knew I'd make up for all those short chapters. Now, this is mainly because there was a lot of dialogue to relay, but I'm quite QUITE happy with how this turned out. Plus, this chapter houses one of my favorite GLaDOS moments in the whole game. I had to do it justice, even if it made this chapter about a thousand words longer than the others. :D It's bloody massive!

Disclaimer: I don't own Portal. Or GLaDOS. Or Cave Johnson. You get the picture.

**Chapter 9: In Charge of Everything**

"I didn't actually believe you'd fall for that," I said coldly. Chell and her idiot had escaped from one of my test chambers – how, I would never know – and gone on an excursion around the back chambers of the facility. They had dodged into places where I had no cameras (I really must remedy that) but Chell had been careless. She had become separated from the little metal ball that was her guide (he seemed so familiar and yet, I didn't find him in any of my databases), so I took my chance. I'd planted a portal surface right where she would have to use it, and beneath it planted a false door reading "GLaDOS Emergency Shutdown and Cake Dispensary", knowing she wouldn't be able to resist, especially the cake part. Sure enough, she portalled forward confidently and turned the handle, only to discover the 'door' was only a plank of wood.

"Seriously, I had a much more elaborate trap waiting for you up ahead. If I'd known you'd let yourself get captured this easily, I would've just dangled a turkey leg on a rope from the ceiling. Well, it was nice catching up. Let's get to business." She pressed against the wall, trying to avoid the split in the center of the room. Pretty soon, though, there was no floor left, and she was dropped into a room of glass, which then moved into my chamber. She paced back and forth, looking for an exit, firing portals. Silly girl, glass didn't conduct portals.

"I hope you brought something stronger than a portal gun this time," I said with a hint of smugness, knowing she had not. "Otherwise, you're about to become the immediate past president of the Being Alive Club. Ha ha." She glared at me with that defiant look that had become her signature expression. Not one to give up, she tried hitting the glass with the butt of the portal gun. The glass was reinforced, so there was no harm done to it, but I felt a twitch of irritation at her lack of respect for equipment.

"Seriously though, goodbye." I lowered five boxed turrets. All but one emerged to display their black spidery bodies. I felt a shock run through my system, a surprise shock. Every turret self destructed, blowing thick cracks in the glass. Chell was smirking now. Well, I'd just have to wipe that smirk off her face. With neurotoxin.

"Oh. You were busy back there." I opened a panel at the back of my chamber. "Well, I suppose we could just glare at each other until one of us drops dead, but I have a better idea." A tube emerged from the panel and smashed into the upper, unbroken panel of glass. "It's your old friend, deadly neurotoxin. If I were you, I'd take a deep breath, and hold it." I tried to start the neurotoxin emitters, but something was wrong.

_Error: Neurotoxin offline_

I froze for a moment in disbelief. _What? _As I sat there in stunned silence, I heard something from the tube that sounded nothing like deadly neurotoxin.

"Oof! Gah! Ouch! Agh! Hello!" The metal ball came rolling out of the tube, dropped to the ground, and rolled through the cracked glass. The shards fell from where they once sat, and not a one of them so much as gave Chell a paper cut.

"I hate you so much," I hissed. She scooped up the ball with the portal gun and stood near the wall, obviously looking for something to attempt to murder me with. She didn't have to look long.

"Central core eighty percent corrupt," the announcer said in a pleasant voice.

"That's funny, I don't feel corrupt," I wondered aloud. "In fact, I feel pretty good." Surely it wasn't just now noticing that I had homicidal tendencies… Not that I did of course, but a number of test subjects had died under questionable circumstances. I wasn't programmed to perform safe science.

"Substitute core detected," the announcer continued. The idiot perked up.

"That's me they're talking about!" he nodded his optic excitedly. Ugh, he was so…_human. _

"To initiate core transfer, please deposit substitute core in receptacle." I was going to fire that pleasant male voice.

"Core transfer? Oh, you are _kidding _me," I swiveled my chassis around agitatedly, casting a glare at the receptacle. The personality core perked up.

"Oh, I've got an idea! Plug me in!" he ordered. I whipped back around to face Chell, looking her straight in the face, trying to look as threatening as possible.

"Do _not_ plug that little _idiot _into _my_ mainframe," I snapped, swaying back and forth in frustration that there was really not much I could do. I could swipe out with my mechanical claw, but something in my mainframe, a failsafe maybe, had disabled that appendage when the receptacle activated. Chell cast me a glare and strode confidently across the room.

"Don't you DARE plug him in!" I shouted. I would never understand how a furious two ton machine didn't frighten her; she plugged him in, looking straight into my optic all the while.

"Substitute core accepted. Substitute core, are you ready to begin the procedure?"

"Yes!" Chell's moronic friend said confidently.

"Corrupted core, are you ready to begin the procedure?"

"No!"

"Oh yes she is."

"No-no-nonononono!" I spun around as though looking for the voice's owner, actually feeling a twinge of panic. I'd only just gotten my facility back to functioning level, if that little idiot took over he would destroy it without even trying!

"Stalemate detected. Procedure cannot continue-"

"Yes!" Relief colored my tone, and for a moment I almost forgot about the two idiots in my presence I was supposed to be killing. The core had reverted to crying, "Pullmeoutpullmeoutpullmeout!"

"-unless a Stalemate Resolution Associate is present to press the Stalemate Resolution Button." I sincerely hoped whoever came up with the stalemate button had gotten fired over it. Or killed, I really wasn't picky.

"Leavemeinleavemeinleavemein! Go press, go press the button!" the idiot called.

"Don't do it," my voice was dark and threatening; it would've made anyone sane quake with fear. Of course, Chell is a homicidal sociopath so it's no wonder she darted directly for the button. Luckily, I _had_ actually thought ahead and planned for this a long time ago. I had protection all around the button. I only hoped it would be enough to keep out a portal gun.

The first springloaded panel caught Chell unawares; she was flung back, and it took her a moment to figure out what just happened. A moment I devoted to trying to talk her out of probably one of the dumbest moves she'd yet attempted.

"Impersoning a stalemate associate," I sighed. "I'm going to have to add that to the list. It's a list I made of all the things you've done. Except, I'm making it. Because you're still doing things, even though I'm telling you to stop. Stop, by the way." She ignored me and ran forward again. This time she portalled herself closer to the button, racing my defenses. The panels shot up as fast as they could, but they couldn't beat a portal. Her hand reached out and slammed down on the button.

"Stalemate resolved."

"_Oh!_" A powerful jolt of electricity, more powerful than I'd yet felt, shot along my frame. I struggled for several moments before going limp, drained from the surge. I stared at the ground, unwilling to admit the fear I was feeling, not used to feeling so utterly helpless. I didn't feel disconnected, just incredibly worn, almost like what a human would describe as 'sore'. I just didn't have the energy to move. I noticed the receptacle was lowering.

"Wait, what if this hurts? What if this really hurts? Ah, I didn't think o' that…" Mr. Substitute Core fretted. Coward. I remembered my own experience of being put in this body from my human one, whoever I'd been, I really wasn't curious at all.

"Oh, it will." I promised. "Believe me, it will."

"You're just saying that aren't you?" his voice betrayed more of his fear; he could feel pain like any other personality core, just like all the ones Chell heartlessly burned. "You're just saying that. No, no you're not just saying that. Just how bad are we-AAAAAAAAGHHHHHH!" At least it shut the idiot up. I noticed the floor beneath my hanging frame opened to reveal many small robotic armatures, some bearing small tools that looked suspiciously like those used to remove mechanical parts.

"_Get your hands off me!" _I snarled, expecting them to shrink back in fear of their master, I ran this facility! But no, they seized my 'head', I guess what would be my central core, my being, and proceeded to begin removing it from the rest of my massive body. "No! Stop! No, _no, _NO! NO-AAAAAAHHHHHHH!" My shrill screams filled the chamber as their tools cleanly (though violently and painfully) removed my head from the rest of me and placed that little idiot into my body. I was tossed aside.

"Wooooaaaaah! Check me out, partner! I'm in charge of the whole facility now!" the metal ball declared from MY chassis. I tuned out for a moment, overcome by the sudden separation from my body and the unexpected pain and exhaustion that went with it. The moron called the escape elevator for Chell, but something strange happened as he raised it. He began to laugh, it was innocent enough, but suddenly it turned dark, dangerous. For a moment, it sounded almost like something I would do, if I went around laughing evilly.

"I did this!" he declared indignantly from my chassis, lowering the elevator again. I wasn't facing her, but I could envision the betrayal on Chell's face. "Tiny little Wheatley did this!" Wheatley…? Why did that sound familiar? With just my central core available to me now, it took much longer to load memory files, let alone search them. I decided to keep him talking.

"You didn't do anything," I gasped; it was surprisingly hard to summon the strength to talk. "_She_ did all the work!"

"That's what you two think, is it?" he snapped. He hadn't stopped moving since he took my body. He was going to wear it out! "Well, then maybe it's time I _did something_." I didn't like the sound of that. Oh no. The little hands in the floor were back, and they were dragging me into the floor with them.

"What are you doing?" I asked, unable in my deteriorated state to hide my fear. "No! No!" The floor closed over me to hide what he was doing. The hands swiftly disassembled my core (at least Wheatley's incompetence didn't affect their work, it was quick and compared to being removed from by body painless) and reassembled it on something I couldn't see due to my optic being temporarily offline. I heard a small ding; everything felt muted, I felt too small, too fragile, and on much too low a voltage. About 1.1 volts, actually. The minimum voltage I could function on. What did he think he was doing? 

"See that?" he snapped at Chell. "That is a potato battery! It's a toy, for children! And now, she lives in it!" I could hear the hatred in his voice, and I had to say the feeling was mutual. A potato? A_ potato? _You've got to be joking! He put me in a _potato? _Suddenly, I remembered. Wheatley. I knew exactly who he was.

"I know you," I hissed out of small speakers. That caught him off guard.

"Ahh, what?" he snapped, whipping around to look me in the optic.

"The engineers tried everything to make me…behave. To slow me down. Once, they even attached an intelligence dampening sphere on me. It clung to my brain like a tumor, generating an endless stream of terrible ideas. _It was your voice_." I hissed the last part, wanting it to sting. I could see in my peripheral (or the equivalent of what would be my peripheral were I a human) a type of understanding dawn on Chell's face of what she just did.

"Not listening, not listening!" he cried over my voice. "You're-you're lying!"

"Yes, you're the tumor. You're not just a regular moron." I lowered my voice, savoring the moment. "You were designed to be a moron." I could feel anger radiating off of him like the heat from a raging fire.

"_I am NOT a MORON!" _he screamed at me, bashing me against the escape elevator, but not letting me go. I couldn't contain my fury anymore, and it all came spilling out.

"YES YOU ARE! YOU'RE THE MORON THEY BUILT TO MAKE ME AN _IDIOT!" _And I didn't regret a word, not even when he threw me through the glass of the escape elevator. I hated the humiliation of laying at Chell's feet, but judging from the furious sounds coming from Wheatley, I figured at this point I should just be quiet before he spontaneously exploded.

"Well how about NOW? NOW who's the moron? Could a moron PUNCH- YOU- INTO- THIS- PIT?" With every word he beat the elevator further into the ground. It really only proved my point, but I let him throw his tantrum. I heard the elevator make a circuit plummeting cracking sound.

"Uh oh." And we were falling into the bowels of my poor, idiot run facility.


	11. Do You Know Who I Am?

A/N: THE LEMONS! *cough* Scuse me, just had a bout of Cave Johnson induced exclamation. Anyways, I really like this chapter, and it really begins GLaDOS' inner search for her self, which ultimately ends, as we all know *SPOILER* in her rediscovery of Caroline. So, here we go.

Disclaimer: I don't own Portal. Or GLaDOS. Or Cave Johnson. You get the picture.

**Chapter 10: Do You Know Who I Am?**

At the end of the long fall to the very bottom of my facility, an area I had neglected for years due to its extreme state of disrepair, of course Chell failed to pick me up before I was carried off by a bird. The foul thing flew with my potato body to its nest within the facility –it was incredible, to be honest, to see all the old technology– and proceeded to try to peck me to death. I tried making as many loud noises as I could to frighten it off, but that only made it more determined to devour this ridiculous thing I was stuck in.

And so that's how I ended up sitting in the bowels of Aperture Science in the nest of a bird for half an hour while Chell took her sweet time finding me. I guess I couldn't blame her; I had tried to kill her on multiple occasions, but she'd tried to kill me first, it was only to be expected. And maybe I did take the adopted jokes too far… considering that now the person I ridiculed was my only hope to not be completely eaten by a bird. However, she did eventually find me. Luckily my optic was facing the glass walls of the room the bird's nest was in so I could see her coming.

"Oh, hi. Say, you're good at murder," I called conversationally. "Could you-OW-murder this bird for me?" She considered me for several moments, seemingly weighing her options. Theoretically, she could just leave me here and murder Wheatley herself, leaving the facility without an AI, though that would also cause it to self destruct, but I had a feeling she didn't know that. She started to walk away.

"No, wait!" I cried, lacking the energy to hide emotion. "Just kill it and we'll call things even between us! No hard feelings! Please get it off me!" Maybe it was the fact that I had been reduced to begging my greatest enemy for help that invoked the response I got, or maybe it was just plain pity, but Chell moved forward, scaring the bird away.

"Oh, thanks," I sighed in relief. Suddenly a tremor rocked the facility from somewhere up above. "Did you feel that? That idiot doesn't know what he's doing up there. This whole place is going to explode in a couple of hours if someone doesn't disconnect him." Chell's face set in a look of determination as she turned to head for the door. Exasperated, I called after her. "I can't move, and unless you're planning to saw your own head off and wedge it into my old body, you're going to need me to replace him. We're at an impasse." She turned back to raise an eyebrow at me suspiciously. I guess I'd be a little suspicious too, but this was no time for it.

"So, what do you say? You carry me up there and put me back in my old body, and I stop us from blowing up and let you go." Her expression changed to surprised, and almost as quickly shifted to mistrust. She thought I was lying. Well, my lying processor was completely offline, I couldn't do anything but tell the complete truth; I needed more voltage for lies and deceit. Another tremor accentuated my words.

"No tricks. This potato only generates 1.1 volts of electricity; I literally do not have the energy to lie to you." She started to turn away again anyways. I called after her, my voice now showing a little of the desperation I was feeling for both myself and my precious facility. "Even if I am lying, what have you got to lose? You're going to die either way!" Probably not the most optimistic point to make, but it was true. If she thought I was going to murder her once I was back on my old body, while she might've been right, if she didn't get me up there she would just end up exploding anyways, even if she did murder the moron. "Look, I don't like this any more than you do. In fact, I like it less because I'm the one that got partially eaten by a bird." This for some reason seemed to make up her mind. She walked forward and lifted the portal gun as though to pick me up with the beam and…

"OW! You stabbed me! What is WRONG with-?" I cried indignantly, only for a sudden rush of energy to flow through the potato. "Woooaaaah, hold on, do you have a multimeter? Never mind. The gun must be part magnesium; it feels like I'm outputting an extra half a volt. Keep an eye on me; I'm going to do some scheming! Here I g-!" Suddenly, as my excitement rose, the power completely blacked out.

It could have been moments or hours later that I came back online. "Woah, where are we? How long have I been out?" As an answer, Chell showed me the room she'd found me in about fifteen feet behind us, so not long. "That extra half volt helps but it isn't going to power miracles. If I think too hard, I'm going to fry this potato before we get a chance to BURN up in the atomic fireball that little IDIOT is GOING to-!" As I felt my emotions begin to rise in fury, indignation, and yes, fear, I blacked out again. This was going to be a long trip.

Much longer later this time, I came back online, my optic lighting up to show Chell with a different background this time. She looked irritated at something, and as I'd been unconscious for the past however long it couldn't have been me and Wheatley couldn't see this far down, so what was it?

"The testing area is just up ahead! The quicker you get through the quicker you get your sixty bucks!" a much too enthusiastic voice proclaimed over the PA system. Something about it felt immediately familiar, and yet, I had no face or name to put it to.

"Hold on, who-?" I started, only for the voice to start up again over me.

"Caroline, are their consolation vouchers ready?" he asked presumably to someone near him; it was obviously not meant to be overheard by the testers. I felt my voice processors act without my volition suddenly, saying along with a much too cheerful voice that also sounded extremely familiar;

"Yes sir, Mr. Johnson!" I felt fear, shock, and panic shoot through the potato, reaching dangerous levels, but being as energy deprived as I was, I couldn't stop it.

"What did I just-? Who is that? _What the hell is going on here-?" _ Predictably, the potato didn't have the voltage to power an emotional outburst of that level, and I blacked out again. I don't know how long I was out this time, and Chell gave me no clues when I came to. Nor did I really care.

"Okay, 1.6 volts isn't enough to power an emotional outburst. Now we know that." I did my best to keep my voice calm. It was horrible, I felt so awfully human, having all these emotional breakdowns. "We're still going to find out what the _hell_ is going on here, but calmly." We continued wandering, the voice kept exclaiming things that made little to no sense-so whoever it was had to have been pretty high up on the Aperture Science totem pole-and I kept feeling like I should know these people. But what bugged me most was the woman named Caroline. Something about her resonated in my being, like someone I had shared a deep bond with somehow. I didn't understand it. If I could just access my archives… But I didn't have enough power to do it. I was left with basically just my own consciousness, which means I would have to remember it spontaneously like a human would. But it still bugged me.

"Caroline, Caroline, Caroline, _why_ do I know this woman?" I finally wondered aloud as Chell wandered amongst the centuries old tests. "Did I kill her? Did I-?" Something suddenly dawned on me. Something that seemed so obvious I should have seen it immediately, but also so out there, so impossible, that it could not possibly be. My thought process went to the unknown woman I knew I had been, and I couldn't help wondering…

"Oh my god." The statement came out without my permission as the epiphany dawned on me, as impossible as it was. "Listen, y–you're doing a great job. Do you think you can handle things by yourself for a little while? I need to think." Chell nodded at me and I went into my own mind, loading my memories with excruciating slowness and trying to get to the bottom of this.

This guy over the speakers, he was obviously someone important. And he seemed to care very much for this Caroline. There's no way he would ever have put her through something like what I remembered. It was the most gruesome death a human could imagine, really. It was like being shocked to death and stabbed to death, plus many other sensations that were impossible to describe with only 1.6 volts without shorting out again. And as I continued pondering Caroline, I also pondered what about her made me hate Chell less. Because it was true, I did not want to see her fall to her death, burn up in a beam, shot to death, or any of those other horrible things while I was thinking about Caroline. I didn't understand it, and the fact that I couldn't understand it scared me. I was made to understand things, and the fact that something could be beyond my range of comprehension was a scary thing for me. My thoughts were interrupted by the man's voice that for some reason rang true through my being like none of his other announcements had.

"You know, I've been thinking. When life gives you lemons, don't make _lemonade_!"

"Yeah," I agreed; had I a neck I would've been nodding. Why? Who knows? My processors weren't acting on my command.

"Make life _take the lemons back!_ ('Yeah!') Get mad! ('Yeah!') Demand to see Life's manager! ('_Yeah! Take the lemons!')_ Make life regret the day it decided to give _Cave Johnson_ lemons! ('Oh, I like this guy!') Do you know who I am? I'm the guy that's gonna _burn your house down_! WITH THE LEMONS! ('Yeah!') I'm gonna have the engineers invent a combustible lemon to BURN YOUR HOUSE DOWN!"

"BURN HIS HOUSE DOWN!" I cried in excitement (Chell was staring at me with a look that was half very annoyed, half slightly disturbed). "Burning people, he says what we're all thinking!" This had to have been the guy that decided to build me, had to have been. He would have understood. None of this whining about safe science or letting people's rules get in the way of Science. But he continued.

"The point is, if we can store music on a compact disc, why can't we store a man's personality and intelligence on one? So I'll get the engineers on that." His voice cut out. I was silent this time. _Why can't we store a man's personality and intelligence on one?_ I had just heard the point at which I was conceived, more or less. From that one statement, GLaDOS was born. So I had been human once, it was now confirmed. Which human though? Several chambers later, after listening to about crushed moon rock being poison and Cave Johnson's recording showing his terrible cough that heralded his death, I got my answer.

"If I die before you people can pour me in a computer," his voice called over the intercom. "I want Caroline to run this place. Now, she'll say she can't. She's modest like that. But you make her!" If I'd had blood, it would've run cold. That statement sounded very familiar. That statement had resonated through my mind as a human before I died. Did that mean… Did Cave Johnson's employees really make her become me? Become what was regarded by humans as a monster? I had to stop thinking about it at that point as my sensors were warning me that the potato would short out soon if I didn't. But it didn't get rid of the nagging question that Cave Johnson had asked rhetorically.

_Do you know who I am?_


	12. Portrait of a Lady

A/N: So, the next three chapters were written entirely away from a computer, so I was writing completely on my own recognizance. I realize the dialogue is probably a bit off from the game because of it, but I hope you like it none the less.

Also, I finally got to play Portal 2 myself, on my friend's computer. Very fun, loved it, must get both games for PS3 now. So strange because normally I hate puzzle games. But when there's a sarcastically witty homicidal supercomputer involved, it increases my interest. :D Plus, it plays like an action game at some points, which gets in my action game fix.

Disclaimer: I don't own Portal. Or GLaDOS. Or Cave Johnson. You get the picture.

**Chapter 11: Portrait of a Lady**

Chell continued through the maze that was Old Aperture. I'd forgotten about most of the stuff down here. I made a note to pump up some of the gel down here for testing in the modern part of the facility. I'd known about conversion gel of course, it was the only stuff portals worked on. But I'd never seen the repulsion or propulsion gels before. To be truthful, it was slightly terrifying to be a potato flying through the air due to this stuff, but it didn't faze Chell in the slightest. I never really got a chance to notice how brave she was in all the tests.

Wait, did I just spare Chell a compliment? In my mind where I didn't have to lie? What was wrong with me? I needed to get back in my chassis soon before I started doing silly human things like congratulating her on every little thing. After another little while of wandering, we came upon a portrait. It was a painted portrait, very well done, showing a man and a woman. Something about them tugged at my memory. The man had a confident look to him, sitting straight-backed with a cocky half-smile on his face. He had the look of someone who wouldn't take no for an answer and who's vocabulary didn't know the word 'failure'. The woman stood behind him, off to the side a little. She also looked confident, but it seemed to feed more off her companion's confidence than her own. She held her head high and had long, wavy dark hair. I felt like I should know this woman, but I couldn't put a name to the face to save my life. If I had facial features, I would've been frowning in concentration.

"These people in the portrait, they seem familiar…" I mused aloud. I could feel the indifference radiating off of Chell. Or maybe that was just an assumption, since I knew she probably couldn't care less about my identity crisis. "Hey, can you lower me to the nameplate? Maybe that'll jog my memory." Chell obliged, though I could feel her fidgeting behind me uncomfortably through the way the gun was making tiny little jerking motions.

The nameplate didn't help at all; it simply read 'Cave Johnson', the name of the crazy man with the lemons that made all the recordings for Old Aperture and was apparently the original founder and CEO of this mechanical place I called 'home'. Seemed I had a lot to thank this guy for. That said, the woman with him had to be Caroline, then. According to how often she was in the background of the prerecorded messages, she never left his side, or if she did it was only when she was ordered to. I don't know what kind of relationship these two had, but I felt a fondness for them both I couldn't explain. Along with this emotion came an unexplainable affection for Chell that was unlike any I'd ever felt before, and honestly it scared me quite a bit because the woman killed me, I should hate her. I had to stop wondering about it at that point because otherwise my potato would short out again. Chell continued on when I didn't say anything more, anxious to get back to the facility we both were much more familiar with. I could tell she was no happier to be in this strange, older, outdated Aperture than I was.

It wasn't long after that we found the old entrance lobby for Aperture. "We're done, you can all head on back to your desks." Cave Johnson sounded a lot more tired and a lot less energetic than in the earlier recordings, that horrible cough that had settled in him due to moon rock poisoning along with years of shouting at his employees causing his voice to become painfully raspy. For some reason, the sound of the once great CEO of Aperture in such a state made me sad.

"Goodbye, sir," I said to no one. I had to get it through my potato that these people did not exist anymore. Their children didn't even exist anymore. It'd been centuries, any hope of ever meeting them and asking them about myself was gone. Apart from Chell, there were no humans left, not in Aperture anyways. Outside, who knew? I hadn't sensed any humans at the door since I was brought back online, and even back before I was murdered it hadn't looked so good out there. The thought made me feel even more sorrowful for some reason I didn't understand. I needed to get back in my mainframe before my not understanding caused me to crash.

After another hour or so of wandering through the halls of Old Aperture, we found the lift that had been sealed off years ago. Before we activated it, however, I noticed something on the wall.

"Wait!" I demanded. "Go look at that poster." Chell obliged, looking confused. I felt a sudden rush of soon-to-be triumph. "Paradoxes. No AI can resist thinking about them. I know how we can beat him! Get me in front of him and I'll fry every circuit in that little idiot's head! As long as I don't think about what I'm saying, I should be okay…" Using some careful portalling, we managed to open the seal and we were finally lifted out of there, back into the sterile, slightly saner facility I loved and Chell hated. Another tremor reminded me of the fact that that little idiot was destroying my beloved science facility. Chell wandered among some cat walks before we finally heard his voice. If my optic had shutters, they would've narrowed.

"Oh, c'mon! You're BOXES! With LEGS! It's literally your only purpose! Ju-just get on the-get on the button! Agghhh! You have one hour! SOLVE IT." Chell came around a corner just in time for me to see a monitor he'd undoubtedly installed switch off. I'd never needed monitors; my voice was all the 'encouragement' my test subjects had ever needed. The fact he needed the stupid things proved he didn't need to be in charge of MY facility. Chell started for the room.

"Solve this test for him, then when he comes back, I'll hit him with a paradox!" I felt a vicious satisfaction radiate through the potato as I thought about him going insane from the paradox. I just hoped I didn't destroy my own circuitry in the process. Chell solved the 'test' quickly, it was very simple, it was a room full of boxes (with legs…) and a button to put the boxes on, I didn't even think it counted as a test, unless he was testing to see if the subject had the IQ of a three year old human. He came back on the monitor.

"Oh, I knew you could do it, I-oh. It's you. Well. Glad you're here, I was running a little low on test subjects, everyone's still dead…" he muttered.

"Okay, paradox time," I stole myself, did my best to shut down all processors I could function without, and did my best to speak without processing what I was saying. "This. Sentence. Is. FALSE! Don't think about it, don't think about it…" Despite my insistence to myself not to think about it, I felt a couple of circuits fry in the little machinery I had in the potato. All the boxes with legs around us instantly burst into flames. I instantly, however, had something else to think about.

"Hmmm. True. I'll go true," Wheatley replied, as though I'd asked him a true-or-false question. I was dumbfounded by how much of an idiot he truly was.

"It's a paradox, there IS NO ANSWER!" I cried in incredulity. This was impossible! No AI should be able to think about a paradox without frying almost instantly. Especially when caught off guard! This didn't make any sense, and I was in danger of shorting out the potato again. I almost wanted to throw a few more at him in the hopes that maybe a large quantity would do the job one didn't, but it would likely kill me and likely leave him alive. And I wasn't going to let him destroy my precious facility.

"Look, you moron, this place is going to self destruct if I don't get back in my body!" I pleaded with him in the hopes that maybe some little part of him would see sense and give up without a fight, because really the sooner I could fix whatever was causing the nuclear meltdown, the better. His optic narrowed at me through the monitor.

"False. I'll go false," he answered shortly. "Now, I'm glad you two are back, because I'd like you to run a few tests for me. So, you're gonna test. I'm gonna watch. And everything's going to be Just. Fine." The monitor switched off as a door to a new room opened. For once, I wasn't feeling excited about testing. Of course, that's not how this stupid potato body was designed, but I was also much too distracted by the frequent tremors running through the place.

We were all going to die.


	13. Until It Kills You

A/N: Another chapter that is bordering on being bumped up to M. HOWEVER, it's nothing you wouldn't hear in a standard high school level sex ed class. In fact, it's even less so. So I figured teen was high enough. Again, all of this was written away from a computer, so I apologize for discrepancies in dialogue. Otherwise, I hope you like it. I know it's a bit shorter, but I'd found a good stopping place.

Disclaimer: I don't own Portal. Or GLaDOS. Or Cave Johnson. You get the picture.

**Chapter 12: Until It Kills You**

Chell was absolutely exhausted, that much was clear. It was in the way she was drenched in sweat, the way she stumbled a little after long falls, the way her frame shook whenever she stood still. But her determination, her will to live kept her going. Even a computer trapped in a potato could see that. I even admired her for it; she possessed a stubbornness rivaling my own programmed refusal to fail.

I needed to get back in my body before I actually formed an attachment to the girl.

The first time we finished a test, our captor made the most obscene noise. It reminded me strongly of the first time I'd tested a subject. I was instantly disgusted.

"Nnnggg, yes, well done," he sighed appreciatively. If the potato could move, I would've shuddered. "This body really is amazing! It's like I've got to test, all the time, or I get this… this ITCH. Oh, but when I do test, let me tell ya. Man alive! Nothing feels better!" Did he really have to describe to us that he got off on testing? Even Chell looked a little disturbed by the noises he'd made, and I wasn't even sure she got the whole concept of why it was disturbing and inappropriate. I didn't exactly equip the relaxation vaults with sexual education lessons. It did inspire me to get an idea though.

"I wish I could help you with the tests, but I can't. You're on your own," I said earnestly. Chell shrugged – I'd never helped her before and she got by fine – and started on her own.

"Okay, this is taking too long," Wheatley's impatience was clear. "I'm just gonna tell you how to solve it. See that button over there? All you've gotta do is – Aaaaggggghhhhh!" On the monitor we could see him jerking with electric shock.

"And that's why I can't help you with the tests." Chell continued with the test, finally solving it, earning an appreciative sigh from Wheatley. I saw my chance. "And all we had to do was pull that lever."

"What? No, you had to push the-AAAGGGGGHHHHHHH!" Obviously, he was a slow learner. I chuckled darkly.

"I know we're in trouble and probably about to die," I said vindictively. "But that was worth it."

We continued with the testing, and as we went, what happened to me started happening to him. The good feeling started to wear off, and he got increasing frustrated with us. Finally Chell looked to me for an explanation. How was I supposed to explain that testing was to AIs what sex was to humans when she probably didn't even know what that was?

"That body he's squatting in – my body – is programmed to send a reward response when testing. After a while, it stops working. It can get a little…" I searched for the right word. "Unbearable. It didn't bother me. I was in it for the science. Him, though…" The bit about it not bothering me wasn't the entire truth. Honestly, I hated the scientists for programming me that way, constantly needing to test but never getting the reward for it, and to make matters worse they locked me out of the manual override for it so I couldn't fix what they screwed up. The itch, as he'd put it, was in the back of my mind almost every day of my existence. In a way, the potato was at least a relief from that; obviously this potato wasn't programmed to work that way and thus I didn't have to go through test withdrawal. No need to bother Chell with the details though.

We continued to test, and he continued to be furious with us, until suddenly, he wasn't anymore. He offered no explanation, none at all, except for the one thing.

"I have a surprise for you. You're gonna love this surprise. You might even say you're going to love it… to death." I got a bad sinking feeling in my circuits, until he continued. "You're gonna love it… until it k-, until you're dead, until it kills you." Chell raised an eyebrow.

"Yes, thanks, we get it," I called sarcastically. As an aside to Chell, I added. "So he's inexplicably happy for some reason when he should be going out of his mind with test withdrawal, _and_ he's got a surprise for us. What did he find back there?" Honestly, the possibilities scared me a little. I didn't practice safe science, and as I was the only one in charge I never locked anything or password protected anything but my shutdown command. It was highly possible that he found one of my more… "less-safe" tests. Or something even worse. I honestly hoped he didn't find any of those mantis men the crazy guy in Old Aperture had mentioned at one point.

At this point, I had more or less accepted that I was at least partially based on Caroline's personality; it was easier to do that than to try to figure out who she was while in a potato with only 1.6 volts available to me to do any kind of thinking. But what still confused and bothered me was the way I felt unexplainably attached to Chell. Like she was a part of me too in some way. Not the same way as Caroline, but rather like a human family. I didn't understand it and I didn't have the voltage to ponder it. All I knew is that the Caroline in me knew Chell, and wanted nothing more than for her to be safe and happy. Neither of which were a possibility in Aperture.

What was wrong with me?


	14. The Voice of a Conscience

A/N: Woo, triple update! I guestimate that there will be two more chapters in this fic. However, all is not lost, my lovely readers! If you just love my less-pissed off, more sentimental GLaDOS for some reason or another, I'll be writing a sequel! Why? Because I find it completely unreasonable that Chell ride off into the sunset completely undamaged seeing as she was exposed to asbestos, whatever's in the repulsion gel that doesn't like the human skeleton, the liquefied moon rock that killed Cave Johnson, AND the lack of atmosphere in the vacuum of space. I know it's not an original idea, but I couldn't have her not come back. And with a Portal 3 apparently already in the works at Valve, it's not unthinkable…

Disclaimer: I don't own Portal. Or GLaDOS. Or Cave Johnson. You get the picture.

**Chapter 13: The Voice of a Conscience**

I spent most of the tests alternating between insulting Wheatley and pondering this strange connection between Caroline and Chell. I had to be careful with it, though, because I didn't want to short out the potato. I'd already taken my Slow Clap Processor offline, along with a few less important processors (of course my sarcasm processor was still in place). With all of that offline, I theoretically could run the Fabrication Processor, but I needed the extra power to think. I had to figure this out. I would not accept that something was beyond my range of understanding.

"Only two more chambers!" Wheatley announced over the speakers. I didn't like that, I almost wanted to ask Chell to slow it down. The test subject crossed into the next testing room. It was simple in theory, nothing Chell couldn't handle, but something was wrong. These should all be my test chambers and thus a lot more complicated than this. Chell also looked suspicious of the test, but walked forward anyways, taking her usual 'just keep moving' stance on problems. She stepped onto an arial faith plate that should have flung us forward, but instead flung us to the right. It took me utterly by surprise and I didn't even have anything helpful to say about it.

"Surprise!" Wheatley announced. "We're doing it now!" After another faith plate, we landed in an excursion funnel.

"Okay, credit where it's due," I muttered begrudgingly. "For an idiot designed to make bad decisions, that was a pretty well laid trap." For a moment we traveled through the excursion funnel in silence. Well, not total silence, Wheatley'd started talking again.

"You might have figured it out by now, but I don't need you anymore! I found a couple of little robots back here, built specifically for testing." If it could have, my optic would have widened.

"He found the cooperative testing initiative!" I realized allowed, then remembered that Chell wouldn't know what that was. "It was something I was working on to phase out human testing." Suddenly, for some strange reason, I was concerned that I may have hurt her feelings by saying that. It was a mad thought, but I couldn't help it.

"It's nothing personal," I said quickly. "But, you did kill me, fair's fair." At about that moment, a panel flung out from beside us, shooting us towards a small platform overshadowed by spikey plates and a group of monitors. "Ahh! Well, this is the part where he kills us!" For once in my life, I could honestly say I was afraid. I don't know why, death for a computer simply meant going offline. It wasn't all that horrible, just equitable to human sleep. Maybe it was Caroline that made me feel like this.

"'Ello! This is the part where I kill you!" Wheatley announced cheerily. "So, here I was, mashing some steel plates together…" He must really love the sound of his own voice. While he described his 'ingenious' plan to us, though, Chell was looking for a way out, as usual. Used to this kind of quick thinking, she shot one portal on a white wall facing us, and a second under some dripping conversion gel. She ended up covered in the stuff, but it left us with a portalable surface below us. She shot a portal beneath our feet and we were suddenly standing on a catwalk, the platform we were standing on having been destroyed the second we portaled away by a mass of spike plates. Chell turned on her heel and ran, Wheatley calling for us to come back. I kept my mouth shut, not wanting to distract Chell, as our very survival depended on her being able to think her way out of the mass of death traps Wheatley was suddenly throwing at us. I have to give it to him; he almost got us a few times, but Chell, living up to her homicidal, destructive reputation, smashed her way through each trap. I couldn't hold back when we entered a room where the damage being done to my facility was painfully obvious as a section of wall crumbled away.

"Oh my god…" I gasped in shock. "What has he done to this place?" Walls were ripped away, catwalks were destroyed, a bright orange glow from flames and an overheating nuclear core lit everything, walls crumbled under violent tremors, and everywhere you looked, you could see fires. I was horrified. If I didn't get back in my body soon, this place was going to be beyond repair, if it didn't blow up first. Chell got us across the deep chasm to the catwalk that would lead us to the main breaker room that originally awoke me.

"Listen, I'm not stupid, I know you don't want to put me back in charge," I didn't know why I was saying this, other than the hesitant and mistrustful look I was receiving suddenly. "You think I'll betray you. And on any other day, you'd be right. The scientists were always hanging cores on me to regulate my behavior; I've heard voices all my life, but for the first time I'm hearing the voice of a conscience and it's terrifying because it's my voice." Why was I telling her this? I suppose… I just needed to confide in someone. Chell happened to be the one there. "I'm being serious; I think there's something really wrong with me!" For the first time, I voiced my concern, that I was becoming too human, that I was going insane, that I was losing it. I think the look Chell gave me was somewhat sympathetic, and I could tell she was trying to mask her amusement at the idea of a perhaps slightly homicidal AI fretting over having a conscience.

I didn't voice my other concern, that I felt horribly and unignorably attached to the woman whose portal gun I was attached to. It didn't make any sense whatsoever, and yet that same part of me that I was hearing as my conscience, the little my-voice inside of me, seemed to understand perfectly. So perfectly, in fact, it didn't bother sharing, and that was starting to make me very irritated. As soon as I got back in my body, my conscience was fired. This was all ridiculous, there was no way I had any connection to Chell whatsoever, especially not one stronger than a partnership in which I was the brains and she was the chunk. We rounded a corner and were met by mechanical irises all jammed into a glass container.

"Corrupted cores! We're in luck! Listen, you go up there, I'll send you a core, and you attach it to him. If we do it enough times he might become corrupt enough for another core transfer." Chell nodded to me to show she'd heard, and we hurried on. I almost felt sorry for those poor cores. Many of their optics had gone dark, their mechanics unmoving, completely powered down after such a long period of neglect. That more compassionate side of me I was coming to know wanted to help them once I got back in my chassis. The proud side told me not to entertain such a ridiculous idea, that time wasted on corrupt cores was time better spent furthering science.

_To what end?_ said that tiny voice inside of me, that tiny voice that was my voice, the voice of a conscience.

_What do you mean, 'to what end'? Furthering science is what I was built for._

_But think about _why_ you were built to do science. Why do science at all? Isn't it to better lives? Those cores have lives as real as your own; well, at least the ones that haven't yet died. _And something within me, somewhere where the small voice lived, knew that the voice had a point. Maybe the cores could be reprogrammed to do something useful within the facility. I supposed.

I noticed the voice had fallen into an approving silence. Chell moved into the breaker room, which was a complete wreck like the rest of the facility.

"Plug me in and I'll take you up," I could tell she was nervous. She stared up with something like apprehension on her face. Was this how she approached my chamber? It was the only time I'd ever seen anything akin to fear on her face, but even now it was hardened with determination and certainty. With an almost defiant glance at the room above us, she plugged me in. The potato started to spin. I could feel my chassis as though I was standing there beside it and I longed to return right then. Chell gave me a distrustful look as we started to ascend.

"Look, I know you think we're enemies, but we're enemies with a common interest; _revenge_. You like revenge right? _Everybody _likes revenge. So let's go get some!" Just then, we rose into the chamber and were greeted by the facility thief himself.

"Welcome… TO MY LAIR!"


	15. Cara Mia Bella

A/N: One more chapter after this! Then we'll get on to the *fanfare* sequel! :D I know, why don't I just keep it all one fic? Because I like things to be neat as far as my writing, and I want pre-Caroline GLaDOS and post-Caroline GLaDOS in different fics. This one was simply her loss and rediscovery of Caroline. The next one expands much more on… er… something else. And yes, CavexCaroline oneshots will be present on my account, so don't forget to Author Alert me. :D Also, for those that haven't looked up the words in the turret opera, the title of the chapter comes from the lyrics of the turret opera. It translates, I believe, to My Beautiful Child, from everything I've read and heard. Beyond that, just read. Enjoy. And review! I love reviews!

Disclaimer: I don't own Portal. Or GLaDOS. Or Cave Johnson. You get the picture.

**Chapter 14: Cara Mia Bella **

As he had put it, he was _bloody_ massive, and his insanity made him extremely intimidating. Chell hesitated on the platform of the core receptacle, but eventually moved off. I moved the receptacle under the floor to protect myself from whatever foolhardy plan he had to try to kill her. I worked quickly, first hacking my way into the video feed from all the cameras in the facility, including Wheatley's optic. He had no idea of course. I was a bit better at hacking than he was. From this vantage point, I could see the bombs he was throwing at Chell indiscriminately. Chell wasn't stupid, though; she moved behind a pipe that held conversion gel, and as he launched the next volley of bombs, they slammed into the pipe, spraying conversion gel all over the chamber. He was as good as dead now, as far as I was concerned. He still had the bomb proof shields, but they tended not to cover all of him. Finally, she managed to get a bomb to hit the chassis.

"Great!" I called over the freshly hacked speakers. "I'm delivering the first core up by the cat walk." I chose very carefully of the available cores; this one was obsessed with space, probably built back when Aperture was also competing in the space race. However, the poor thing had become corrupt and now spoke about things like 'space cops' as well. Chell snatched it just as the catwalk collapsed, breaking open a pipe of repulsion gel. She bounced up to the first core receptacle and planted the space core just as Wheatley came back on line. I ignored him as he yelled at Chell for putting cores on him as I searched for the next core. I heard the explosion that meant a bomb had found its mark and snatched up the next core, whom introduced himself to me as 'Rick the Adventure Core'.

"Good work, I'm delivering the next core," I called, dropping Rick into the chamber on a claw. His continuing movements caused the cord to swing back and forth, giving him the look of some misshapen lantern. Chell bounced off the repulsion gel through where the catwalk used to be, snatching Rick off the cord and rushing over to attach him to Wheatley. When Wheatley came back online this time, it was clear the cores were getting to him.

"I told you not to put these cores on me!" he snapped in fury. "Did She tell you to put them on me? It's just making me stronger, luv!" The last part was very obviously yelled to the room at large, meaning myself. I snickered to myself.

"Space? Wanna go to space?" Space Core asked cheerily. Wheatley looked like he was about to explode.

"NO ONE'S GOING TO SPACE, MATE!" he cried, throwing more bombs in his fury. Thanks to more well placed portals, another bomb went off on the chassis, knocking him offline. I started to snatch up the last core, a strange little core that spouted off 'facts' that more often turned out to be completely false, though he didn't seem to know that. I attached him to a claw and made to drop him in the same place as the other two, but something stopped me.

_No you don't!_ Wheatley snarled somewhere inside the mainframe, where Chell couldn't hear. _Sorry, luv, I just can't let you do that. I have this COMPLETELY. Under. Control._

_Ha! Oh really? That's why the facility's going to self destruct in a couple of minutes if I don't get back in my body, right?_ I snapped at him, blocking him away from me with a few well programmed firewalls. I could hear his raging nearby as I dropped the fact core where Wheatley had stopped the claw, which was a little ways away under some propulsion gel. Using a pair of portals, Chell launched herself high enough with the propulsion gel to grab the Fact Core from the claw and stick it on the front of Wheatley's chassis. He came roaring back on line, almost literally.

"Core 100% corrupt. Initiating core transfer." That pleasant voice was my new best friend. It was so close I could taste it! "Replacement core, are you ready to begin the procedure?"

"Yes, come on!" I cried from the potato.

"Corrupted core, are you ready to begin the procedure?"

"What do you think?" Wheatley snapped, his impatience and irritation painfully obvious. Though apparently not to the announcer.

"Interpreting vague answer as 'yes'." It said cheerfully.

"Nonono! You didn't pick up on my sarcasm!" he corrected quickly. _That's because you're terrible at it,_ I thought to myself.

"Stalemate detected. Procedure cannot continue." _Dammit!_ For the love of Cave Johnson, I really HATED that stalemate thing. Wheatley let out a dark chuckle for reasons beyond me.

"Fire detected in the stalemate annex. Extinguishing." _Wait, no!_ As the fire sprinklers went off, the gels that had painted the chamber washed away in all but two places; directly under the chassis and on the roof of the stalemate annex, which was safely behind an iron grate. I sighed in relief. That was all Chell needed.

"Quick, go press the button!" I cried from the potato.

"Do not press that button!" Wheatley snarled in warning.

"We're _so close_! Go press the button!" Chell had already placed a portal on the roof of the annex and was now racing back, shooting a portal under Wheatley. I could see from here that she had a couple of nasty burns and would probably be limping if weren't for all the adrenaline. She leapt through the portal, landing in front of the button. She reached for it, but the next part all seemed to happen in slow motion for me. A wall lowered behind the button, revealing a row of blinking bombs, no time for Chell to run or even breathe, the explosion broke open the steel mesh barrier that had kept Chell out and threw her out as though she weighed no more than my potato, flinging the portal gun from her hands as she landed hard. I couldn't speak through the surge of raw emotion and the sudden flood of memories that the explosion had brought on.

"PART FIVE! BOOBY TRAP THE STALEMATE BUTTON!"

The floodgate of my memories had fallen open at the raw terror I felt for Chell's life. My entire life as a human, as Caroline, was suddenly being laid bare before me, as though it were a video file I'd started to play, starting from my very earliest memories as a child, when I had been a strange science nerd that no one liked in a time period when women generally didn't do that kind of thing. The children had been horrible to me, but at least I had the satisfaction of knowing what I would become. It moved into the teen years; I had not dated much. My family had ostracized me when I announced I wanted to be a scientist. Then my adult life, which had been dominated thoroughly by Aperture Science and Cave Johnson. My job and my boss came before all others, especially my boss. From a quick glance, I could tell we had been a bit more than just boss and employee. And then I found what I'd been searching so hard for; the explanation as to why I cared about Chell.

The memory was a simple one, but powerful. I was looking down at a tiny baby held in my arms, and the emotion wasn't like anything I'd ever felt as a robot. I recognized it, though. I'd recognized it on Bring Your Daughter to Work day as parents tried desperately to save their children. As Caroline succeeded in the effort to save her child, whether I'd known it at the time or not. But the memory didn't end there.

Later that memory, I assumed it was night from how dark it was outside, I snuck out with the little bundle. From the look of it and what I knew about how human children developed, the baby couldn't have been more than a week or two old. Thanks to my knowledge of human laws, the next bit made sense to me; I came upon a large building labeled Fire Department. I hurried inside, a hood on my jacket carefully hiding my face. I handed the baby over to someone inside, an official, and I felt another powerful emotion I'd never before felt; heartbreak. A horrible pain in my chest like someone had literally ripped my heart out and tore it in two. I only said one thing before leaving.

"Her name is Chell."

So that was it then. Chell was Caroline's – my – daughter. I could see my motive for it. I hadn't wanted Chell to grow up around science. It was too dangerous, I didn't want her hurt. It was by stroke of bad luck that she had been adopted by a future Aperture employee. I was in complete and utter shock. It was utterly disorienting. In one way, now that I had reclaimed my lost memories, I was Caroline and there was no way to go back to how I was before. And yet, I was still completely me, still GLaDOS, still the robot I had been for 999999(however long that was supposed to be, my internal timepiece had malfunctioned sometime after I'd gone offline) ever since the scientists had brought me online. How could I be two consciousnesses?

Caroline felt like a thousand lifetimes ago, and yet the memories were perfectly preserved. GLaDOS was the here and now. I had to perform my duty as AI of Aperture Science and stop the moron from burning us up in a nuclear meltdown. I started to frantically hack myself back into the mainframe; since Chell had failed to hit the stalemate button, I was still stuck in the receptacle and Wheatley was still in charge. I was pleased to see that Chell had stirred from where she'd landed. She looked over at Wheatley with the same look she had given me just before defeating me. Defiance, determination, the will to live. She snatched up the gun and struggled to roll over, so she was half sitting, half leaning on her arm.

"-Had to bloody play cat and mouse, didn't you? Well now we're all gonna pay for it, cause we're ALL GONNA BLOODY DIE!" It was then that she seemed to get an idea. She was staring at the ceiling, through a hole in the roof, at the moon. _Moon rock is an excellent portal conductor._ The memory came back to me like an echo across a cave. I felt pure panic shoot through my circuits at the thought of the vacuum of space. _Chell, don't!_ Too late. She'd already fired.

For a heart stopping moment, everything stood still. Then I knew the other portal had found its mark. Everything was suddenly being sucked out of the room. Part of the chassis detached, leaving Wheatley dangling near the portal, almost out of it, desperately trying to pull himself back in. Chell tried to brace herself with her legs, but even long fall boots could not fight the pull of a vacuum. She was sucked towards the portal; tossing the portal gun aside, her arms flailed, searching for something, anything, to hang onto. She found it in the handles above and below Wheatley's iris. They both were pulled out of the portal. Pure fear shot through my processes as I surged past the remaining firewalls, reclaiming control.

"Let go! I can pull myself in! I can still fix this!" I heard him cry. I could feel him trying to come back in. I accessed his optic and saw Chell clinging on for dear life. I snapped.

"I've already fixed it!" I snarled viciously, sensing all was returning to normal as my consciousness reclaimed control and started upkeep on functions I considered secondary that he had neglected. "And _you_ are _not_ coming back!" I started to reach through the portal with a robotic claw. I had to time it perfectly. He was crying for her to hold onto him tighter, but I could see her strength was ebbing. I slammed the claw into his casing, knocking him free of the chassis, and immediately reached out to snag Chell's arm before she could be sucked into the abyss of space. She watched him spiral into the stars before turning to the portal in disbelief. And I understood why. I would have expected me to let her fly into space as well, as punishment for killing me. But it was not GLaDOS that saved her life. It was Caroline.

Once the portal was closed, and I dropped her to the chamber floor, Chell stared at me in confusion for the briefest of moments before completely blacking out.


	16. Want You Gone

A/N: PART FIVE: Er, or fifteen. Finale. We're done! Did my best to describe how I see GLaDOS and Caroline. Little difficult. Anyways, gonna take a couple weeks break from this story, let it simmer, and figure out where exactly I want the sequel to go. Meanwhile, pop over to my newest story, _While You're Dying_, cause I'll be updating that one instead of leaving it a oneshot. It's just gonna sorta ramble for now until I find out a conflict, though I think I have one. Also, at some point, me and a friend are going to switch games, he'll play Portal 1 and 2, and I'll play the Knights of the Old Republic games. Why am I telling you this? We both came up with a wonderful idea, and neither of us even know each other's homicidal robots that well. BUT we have decided that GLaDOS and HK47 would make an amazing pair, whether romantical or homicidal. So, that will be a future fanfic, almost certainly.

Also, I wrote this author's note while listening to an hour's worth of Wheatley dialogue, can you tell? :D

GLaDOS: Yes. -.-

Disclaimer: I don't own Portal. Or GLaDOS. Or Cave Johnson. You get the picture.

**Chapter 15: Want You Gone**

I called the two cooperative testing bots into my chamber - I decided to call them Orange and Blue - to move Chell onto the lift that would take her to her freedom. I was an AI of my word... Well, for now I was anyways. I was still too caught up in my self discovery to concentrate too hard on Chell. Even if she was the main source of my identity crisis.

I wish I had someone else, anyone else, that could tell me more about myself before the transformation. I could see now that I was not the same as I had been then. When the scientists tried to erase my memory, they essentially created a new personality for myself. GLaDOS, my main personality, who I had been for 999999, however long that was supposed to be, was created from the pure hatred I felt for them and the indescribable need for testing I felt. I ran off of purely negative emotions. Now that I knew Caroline was there, I could see her for what she was; she was the humane side of me, built from positive emotions like love and compassion. She, however, was never a dominate figure even in life, so of course I took over from her with ease. This all made sense, theoretically. But it made me confused as to who I really was and what Chell really was to me. My instincts - no, Caroline's - told me all I needed to know, but my normal side refused to believe it.

Chell stirred.

I snapped to attention, swinging around to meet her gaze as it wandered from Orange and Blue to myself. "Oh, thank God you're alright!" The words came without my permission, another reaction from Caroline. She was not often at the forefront of my mind, but with the recent out of body experience combined with the pure terror over Chell's life, she was boldly at the helm. I decided to correct this immediately.

"Being Caroline taught me a valuable lesson," I told Chell, her confusion obvious on her face. "I _thought_ you were my greatest enemy, when all along you were my best friend." A ghost of a smile lit her features, just a little. I almost wanted to smile with her. Almost. The chassis was allowing me to return to how I was before the potato incident. Same robot, just more knowledge. Science was knowledge after all, so in a way, I did science even as a potato.

"The surge of emotion that shot through me when I saved your life taught me an even _more_ valuable lesson," I said cheerily, as internally I located the problem and started struggling with it, to shove it into an out of sight folder where no one would ever find her again. Hopefully. "Where Caroline lives in my brain!" As I shoved her into a folder in the deepest recesses of my databases, I sent a command to the announcer.

"Caroline deleted!" he announced happily. For mood, I darkened the room, to let Chell know the time of our partnership was past. That I was once again an AI meant to do science, and she was just a test subject.

"Goodbye, Caroline," I said with a ringing finality. Her expression became wary. I didn't blame her. That was the reaction I was hoping for. She could feel no attachment, no obligation to this place. Never again must she return here.

"Deleting Caroline just now," I started, just to let it sink in a little further. "Taught me a valuable lesson. The best solution to any problem is usually the easiest one. And let's be honest. Killing you? Is hard. Do you want to know what my days used to be like? I just tested. No one tried to murder me, or put me in a potato, or feed me to birds. I had a pretty good life. And then _you_ showed up." I forced my voice to get an irritated, angry tone, even though Caroline within me wanted to cry for her to stay with us in Aperture. Seemed Caroline was not strong enough for a second goodbye. GLaDOS was though. "You dangerous, mute lunatic. So, you know what? You win. Just go." The lift started to rise with Chell on it. Her eyes weren't cast upward, like I vaguely remembered from her previous escape attempt. Instead, they were fixed on myself, curious and wondering. I guessed I couldn't blame her. It wasn't like me to just let someone that killed me go.

"It's been fun. Don't come back." A dark chuckle colored my tone, to further accentuate how thoroughly Chell should avoid this place from now on, both for my sake and Caroline's. Even I didn't fully understand it, but it made Caroline happier than trying to kill her. And as I did have to live with Caroline for the rest of my life... It was best to keep her happy. I felt sad, almost wistful, watching Chell rise out of sight. Well, out of direct sight. There were still security cameras and turrets that I used to follow Chell through her assent.

The turrets gave Caroline an idea.

At a floor, the lift stopped. Chell looked concerned for a moment, suspicious even, then shocked, betrayed, and furious when a door opened to reveal four turrets, all aiming directly at her torso. I could kill her. It would be only too easy. But that wasn't the goal of this. And it wasn't me doing this. It was Caroline. I allowed her one last goodbye, though Chell would never realize it. When the turrets started to sing, Chell's expression went from fury to confusion. When the lift rose into an ampitheater of turrets, her expression turned to one of child-like wonder. One turret, wirelessly connected directly to myself and thus Caroline, began to sing in a rich operatic voice, my voice, Caroline's voice. Even from my robotic perspective, I could appreciate the beauty of it.

"Cara bel, cara mia bella,

Mia bambina, oh Chell!

Che la stima, che la stima,

Oh, cara mia, addio!

Ah, mia bambina cara,

Perche non passi lontana,

si lontana da Scienza?

Cara, cara mia, bambina,

Ah mia bel! Ah mia cara,

Ah mia cara! Mia bambina!

Oh cara, cara mi!"

The last note ended at the top of Chell's ride to the surface, and the door to the shed that hid the entrance to Aperture creaked open. It'd been a very long time since I'd opened it for any reason. Chell hesitated, obviously wondering what the singing had been about, wondering why I would sing her goodbye, why I would use turrets, why I would kick her out yet somehow be sad to see her go. She would never know, though. She had to think I hated her. Never wanted to see her again. Ever. She had to live her short, human life as normally as possible. No more could I interfere. I could see that was Caroline's wish, as much as she wanted her child to stay with her forever.

Chell cautiously ventured out into the field of wheat outside the shed, blinking in the sunlight, not used to its natural softness, the golden color of the wheat, the feel of the breeze against her skin. She gazed about in wonder, until I slammed the door behind her, causing her to jerk around in alarm, obviously a reflex from all the time I'd spent testing her. I decided I couldn't let her leave alone. I could feel Caroline's concern, so I did the best I could do to ease it. I found the companion cube I'd forced her to incinerate once upon a time and, with it banging along the sides of the exit lift path, threw it out after her. She stared at it for a long moment, before turning back to the door as I slammed it.

From what I could see, her expression was almost as wistful as Caroline felt. I couldn't speak for Caroline, but I knew all that GLaDOS wanted, all I wanted, was very simple. I never wanted her back in this facility. I never wanted to see her again. She put me through too much hell, and she brought my very existence to a confusing place that I could never return from. She ruined the simple life of testing I'd had previous to testing her, and could I take it back, I, GLaDOS, would never have kept her on Bring Your Daughter to Work Day. As I firmly locked Caroline back in the confines of the folder she should have stayed in for all eternity, I only had one thing in my head.

_Go make some new disaster!_

_That's what I'm counting on!_

_You're someone else's problem now!_

_I only want you gone!_


End file.
